


Spider-Man: The Next Avenger

by Musikman50



Category: Marvel (Comics), Spider-Man - All Media Types, The Avengers (Marvel) - All Media Types, X-Men - All Media Types
Genre: Alternate Universe, F/M, Harem, Lemons, Multi, Romance
Language: English
Status: In-Progress
Published: 2017-04-29
Updated: 2018-08-25
Packaged: 2018-10-25 04:58:15
Rating: Mature
Warnings: Graphic Depictions Of Violence, Underage
Chapters: 9
Words: 23,013
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/10757175
Author URL: https://archiveofourown.org/users/Musikman50/pseuds/Musikman50





	1. Chapter 1

**Chapter 1: Another origin! Wait, it's different?**

A group of men were walking around guarding the entrance to a building armed with guns. From out of nowhere an arrow hits the ground with the men gathering around it. Immediately smoke comes out of it and the men fall to the floor unconscious. Seconds later a man in purple arrives and takes a key card from one of the men before radioing in to his allies.

"This is Hawkeye, the west side is clear", Hawkeye said.

On the the other side of the building a red head woman jumps down and stealthily chokes out two men before she radios in.

"This is Black Widow, the east side is clear", Widow said.

" _Alright then, let's proceed with the next phase of the plan_ " a man said as Hawkeye and Widow entered into the building.

The two met up with each other and using the combined skills and weapons, they took out every one of the men inside. The two men ended up making it to a room with a computer. Widow took out a small device that hacked the computer and accessed the files on.

"Steve we got it. We found files of HYDRA experimenting on people", Widow said as she and Hawkeye continued to read through the files until they found something startling.

"Oh my god, Steve it turns out they were kidnapping and experimenting on teenagers, mostly runaways. Some the teens on these files went missing two months ago", Hawkeye said.

" _Dammit, all of those poor kids. Is there an enhanced teen where you are?_ " Steve asked.

"Actually yes, there is one. A teenage girl named Wanda Maximoff, seventeen-years-old as of today", Widow answered.

" _Good, let's find her and get out of here before reinforcements arrive_ ", Steve said.

Hawkeye and Black Widow were able to locate where she was and made a dash to go get her. In the process of doing so the pair fought against a group of armed scientists. Hawkeye used an explosive arrow to create a shock wave behind them while Black Widow used her widow's bite to shoot electric darts that shocked them to unconsciousness.

They finally made it to the room and upon opening the door they found Wanda Maximoff who looked at them terrified of what they would do to her.

Hawkeye spoke to calm her down. "Relax we're here to get you out of here".

Moments later with all the soldiers and scientists out of the building Hawkeye, Black Widow, and Wanda Maximoff watched as Steve Rogers aka Captain America stepped forward to check on Wanda.

"Are you okay?" Steve asked.

"A little, thank you for getting me out of there", Wanda said.

"It's what we do and don't worry about them. They'll get exactly what they deserve", Steve said before turning to Widow and Hawkeye. "We better get back to SHIELD immediately. The only people we know remotely responsible for this is HYDRA...and we need to stop them".

* * *

**Two Months Later**

In a house in Forrest Hills Queens, teenager Peter Parker walked down the stairs and walked into the kitchen. In the kitchen Peter found his aunt cooking wheat cakes and his uncle reading a news paper.

"Morning Aunt May, morning Uncle Ben", Peter said smiling.

"Good morning Peter, I made wheat cakes", May said. Peter's beamed with joy and sat at the table just as Aunt May sat down the plate.

"Thanks Aunt May", Peter said as he grabbed the syrup and proceeded to pour over the wheat cakes. "You make the bast wheat cakes ever". Peter said as he started cutting into it and eat a few like a hungry man.

"Easy there kiddo, you'll strain yourself", Ben said to him.

"Sorry, there really good", Peter aid sheepishly.

"I know exactly what you mean. Heck, that's why I married your aunt", Ben said smiling. His response earned him a playful smack to the shoulder with May smiling herself. Her action caused all three to laugh. "So what's this trip to Oscorp about?"

"It's a trip to teach us about genetics and genes", Peter answered. "So you know a lot of science-ey stuff".

"Well it's good to know that this trip has you excited", Ben said.

"By the way Peter, we got a call from the principal yesterday. Is that Thompson kid still messing with you again?" May asked with worry. Peter quickly lied to stop them from worrying.

"Yes he is. He thinks I'm trying to steal his girlfriend so he locked me in my locker", Peter said.

"Is his girlfriend cute?" Ben asked smirking.

"Uncle Ben!" Peter said.

"Ben!" May said crossing her arms.

"What? I just wanted to know. If this Flash kid thinks you are trying to steal his girlfriend I want to know if she's cute", Ben said defending his reason.

Peter gave in and admitted it. "Yes, she is cute". Ben laughed and patted Peter on the back as of a result.

"Either way, if he gives you any trouble again call us, okay?" May said.

"Of course", Peter said before getting up after finishing his food and grabbing his book bag. "Alright, I'm off to school".

"Alright, have a good day Peter", May said.

Peter exited the house and made his way to his bus stop. Seconds later, bus pulled up and Peter got on. The bus later pulled out took him to school. Back in the house, something hit Ben and he remembered the day.

"May, you remember what today is right?"

"Of course. I knew you would forget so I made plans ahead of time", May said as she pulled a cake that said ' _HAPPY_   _SIXTEENTH_   _BIRTHDAY_   _PETER PARKER_ '.

"You're going to rub this in aren't you?" Ben asked as he pouted.

May walked up to him and kissed on the cheek before answering. "Yes I am".

* * *

**Oscorp**

Peter and a few students were walking down the halls as they watching the scientists work. Peter in particular was awestruck as he saw real scientists. Before he could do anything else, he is suddenly tripped and falls to the floor causing his glasses to fall of his face. This was caused by non other than Flash Thompson.

"You're such a klutz Parker. Geez, would it kill ya to not embarrass yourself?" Flash mocked as he and a few others laughed at him.

"Seriously what a dork", one person said as Peter went to get his glasses. Before he could a brunette girl appeared and picked up his glasses for him.

"Flash quit being an ass", she said as she gave Peter his glasses. "Here you go Peter".

Peter fixed his glasses up and put them on before being helped up by Liz Allen. "Thanks Liz", Peter said.

"Hey! The hell do you think you're doing geek", Flash said stepping up to Peter in an intimidating way. Liz get in between them and glared at Flash.

"Flash what did I just say?" Liz demanded. "Peter did absolutely nothing wrong. I'm getting sick and tired of you constantly picking on Peter for no reason. If you and I are going to make this work, then you had better apologize to him and be nice. Got it?"

"Yes", Flash answered. Flash apologized to Peter shortly thereafter. Secretly however, Flash glared at Peter and planned on getting back at him in the near future. The trip continued on as usual as they made there way into another area of the building.

"Ladies and gentlemen welcome to our genetic research area", said the the guide. "Here we have spliced the DNA of various species of spiders to create genetically engineered super spiders".

"Wow spiders, what's so interesting about them?" Flash mocked earning him a glare from Liz.

"These new spiders exhibited abilities that normal spiders have not acquired at all", the guide said. "So far these spiders are far stronger, faster, and agile than other spiders. These spiders can also focus a paralyzing venom to use on their prey. The spiders have an omnipresent awareness of its surroundings bordering on precognition. However, it's most useful ability is to spin webs with a tensile strength of five times", the guide said.

"Do any of those spiders exhibit anything else like weird behaviors or deformations?" Peter asked. At that Flash glared at Peter again.

"We actually checked for those Mr. Parker and I can proudly say that we have found no deformities and no weird behaviors", the guide said to Peter with a smile.

After that the guide took the group of students towards a glass cage that showed spiders.

"Oscorp has specifically created and altered fifteen different spiders that are to be studied later today", the guide said. Liz walked up to one of the glass cases and notices that one is missing.

"There's fourteen", Liz said as something crawled on to Peter's hand.

"What?" The guide asked.

"One of them is missing", Liz said. Just then Peter felt a painful bite on his hand and yelled out.

"AAAAGGGGHHHH!" Peter yelled as he clutched his hand to find the spider biting him. Peter shook his hand and the spider flew off and ran away. Peter immediately passed out from the pain because of this.

"Oh my god, Peter!" Liz said as she and a few others went to his side. "Someone call 9-9-1".

"Don't worry we'll take it from here", two men said as they picked Peter up and began to take him away. " Call his aunt and uncle and tell them to meet us at the hospital".

Everyone was immediately taken back to the school to notify what was going on. The school would later contact Peter's aunt and uncle to let them know of his condition. While this was going on one thing came to the mind of Liz Allen. "Wait how did they know Peter lived with his aunt and uncle?" Liz questioned.

* * *

 **with**   **Peter**

Peter was not being taken to the hospital at all. Instead he was being taken somewhere else all the while still unconscious. The two men contacted someone on the phone.

"Sir we have another one and it's a special case. It's the son of Richard and Mary Parker", one man said.

" _Really this should be interesting. Bring him to me_ ", the man on the phone said.

"What about his aunt and uncle?" The othe man said.

" _Eliminate them_ ".

"Understood sir", the men said before saluting. "Hail Hydra".

**Peter gets bitten and kidnapped all the while on his birthday. What's next for and will he break free? Find out Next time.**


	2. Chapter 2

**Chapter 2: Cruel Intentions**

Peter was placed inside of a containment unit and sedated to prevent him from moving. All in all, whoever had Peter they made sure that he would try to escape at all. A man walked into the room wearing black clothing consisting of a black pair of pants, a black shirt, with a black trench coat, and had black gloves on. What distinguished the man from others was that his entire head was red, like blood red and had had eyes fee led with darkness. This man was Johann Schmidt aka the Red Skull.

"Sir you are just in time", an agent said.

"Is this the child?" Red Skull asked.

"Yes, this is him the son of Richard and Mary Parker", the agent said.

Red Skull walked up to the unit Peter was held in and stared at him. Red Skull felt hatred for the Parker family for sabotaging everything he had planned.

"It's a shame that you would have to suffer for what your parents wrought to me", Red Skull said to the comatose teen only to smile. "But there is a saying, _'the sins of the father shall be visited upon the children'_. I am going to make your life hell and when you beg me to end your existence I will laugh at you and continue to watch you suffer".

With that Red Skull decided to leave when the agent asked what to do with him. "Sir what should we do with him?"

Red Skull turned around and smirked. "Make his life hell but don't kill him after all Mr. Rice he will come in handy just like your 'animal' does". Red Skull walked out of the room and made his way into another area.

* * *

**Queens Hospital**

Aunt May and Uncle Ben had finally made it to the hospital to check on Peter. For some reason the Aunt May decided to bring the birthday cake with her. "I still don't get way you brought that", Uncle Ben said.

"I brought it just in case we can't go home and eat it. It is his birthday", Aunt May defended her reason for doing so. "And just think how Peter will feel when he remembers today is his birthday. He'll be so shock".

The two men who had kidnapped Peter earlier made there way towards the near elderly couple. "Mr and Mrs Parker, you're nephew is right over here", one of the men said.

"Really, we can't he come to us?" Ben said suspicious of what's going on.

"He said he was nervous", the other man said.

"We might as well I just want to know if he's alright", May said. May and Ben walked over to the side of the building only to find nothing. Suddenly they heard guns cocking and turned to see two guns pointed at them.

"Oh god", was all May could say...when a shield appeared and knocked the guns out of his hands.

"That's as far as you will go", a voice said and revealed to be Captain America and his allies Black Widow and Hawkeye. The three of them stood in between the Hydra agents and the Parkers. "I'll tell you one time and one time only. Surrender, now".

"Whoa, what's going on here?" Ben asked.

"These men were hired to kidnap your nephew for human experimentation", Hawkeye said.

"To make sure nobody got in their way they were also hired to kill you", Black Widow said.

This news shocked them both and so they had to ask the one question they want to know. "So, where is Peter?" May said.

"We'll never tell you at all!" The hydra agents said and took something that started to make them convulse.

"Oh no you don't", Widow said and using her Widow's Bite she shot both men in the side of their necks and they returned to normal.

"What just happened?" one of them said. Before anything else Widow lost patience and attacked both men punching and kicking them both to the point that they were broken and beaten.

"They tried to kill themselves with Cyanide poisoning. They still aren't going to talk so we brought friend", Steve said. A beautiful redhead woman walked forward and they approached the men. "Gentlemen I would like you to meet Jean Grey, ally to the Avengers".

"We're not talking", one said adamantly.

"You were not asked to", the redhead as she touched the men at the sides of their heads. After a few seconds she turned towards the elderly couple. "I know where your nephew is and he's still alive".

Hearing this gave them relief for now. "Mr and Mrs Parker we'll find your nephew. For Hawkeye will take you SHIELD Headquarters for protection", Steve said.

"Alright then", Ben and May said. "Please make sure he comes back to us".

"Of course", Steve said. With that Hawkeye took them

* * *

**At Oscorp**

A man in a business suit walked into Oscorp. This man was Norman Osborne and he is the founder and owner of Oscorp. Norman continued walking until he made it to the room where the incident took place as one of the aides came to him.

"Mr. Osborne it's good to see you're back", the aide said.

"I'm not here to chit chat, what happened here?" Osborne said in a stern voice. Obviously, he was not on a good mood.

"One of the students from Midtown High School named Peter Parker was bitten by one of the spiders we experimented with", the aide said. "The student was taken away by two men who willingly took him to the hospital while his aunt and uncle were informed of the situation and agreed to meet with them at the hospital".

Norman Osborne glared at his aide before turning away and pinching the bridge of his nose. "I'm not concerned about the kid. I want to know the spider test subject that bit him".

"We have found and resealed the test subject. No harm came to it", the aide said.

"Good, send something to his aunt and uncle as an apology for this accident", Osborne said before leaving for his office.

"What about you sir", the aide said.

"I have something important to take care of", Osborne said as he entered his office. Once he turned on the lights he saw a man with an monocle. "Baron Von Strucker, what do I from the lapdogs of Hydra?"

"I would be careful if I were you Osborne. I wouldn't want anything bad to happen to your son should you continue talking the way you do", Strucker said.

"If that was a threat then you need to work on that. I care nothing for him at all so go ahead and kill him if you want", Osborne answered. Strucker paused before laughing.

"Hahaha, you're as heartless as ever aren't you Osborne?" Strucker said.

"Why are you here?" Osborne pressed on.

"I came to inform you that the child named Peter Parker has been taken to one of our facilities. We need to make sure that Oz formula that **we** created works perfectly", Strucker said.

"You intentionally set free one of the those spiders in order for it to bite one of those children", Osborne said in realization.

"Exactly, I came to tell you that if you don't mind".

"Why should I care?" Osborne said as he sat at his desk. "You wanted a guinea pig and now you have one".

"I want you let you know that Hydra has decided to let you keep the formula for other... purposes", Strucker said to Osborne with absolute assurance. This made Osborne's eyes widen and he turned to Strucker.

"What's the catch?" Osborne said.

"There is no catch", Strucker said to him. At this Osborne that about the possibilities that the Oz formula could be used for. Strucker was at the door when he turned around. "This is a gift from Hydra for working with us. Enjoy the gift". With that Baron Von Strucker left.

At this Norman Osborne smiled an evil smile. "Oh I will enjoy this gift", Osborne said.

* * *

**with Peter**

Peter was now outside of unit and now strapped to a table though he was still sedated. Zander Rice was circling around him with intentions of doing harm to the teenager. There was something in him that a hatred for Peter for absolutely no reason. He just hated him.

What Zander Rice didn't know was that while he was circling the teen, Peter felt a buzzing at the side of his head was trying his hardest to escape or at the very least move his limbs. Interestingly enough he could feel everything around him.

"It's bad enough that mut is still around and now Red Skull wants you as a weapon", Rice said before grabbing a knife and gently cut into Peter's arm. "I wonder how much pain you'll feel while unconscious". Rice moved the knife away from Peter's cut mark unaware that the small incision he made healed in seconds. Deciding to up the ante he holds the knife in the air attempting to stab him in stomach. Just as he tried to bring it down at high speed...

SPIDER-SENSE!

Peter's eyes shot open and he broke the restraint holding his left arm and caught Zander's arm. Zander responded by trying to punch him but was met with a headbutt to the face and fell back. Peter broke free of his restraints and ran out the room by running into the door...and breaking it down as well.

Peter stood there for a moment realizing what he did. "Did I do that?" Peter asked before looking at his hands. "What happened to me?"

Before he could do anything else he felt people running down the hall with guns in hand. Not thinking Peter ran towards them and jump-kicked one man into the others behind him knocking out a few.

Three men got back up charged at him with metal rods. Peter jumped and kicked one man before chopping another in the throat rendering him unable to talk. He also kicked the third man and back flipped over an attack aimed at his legs. He caught the man's arm and pushed him away only to realize he just pushed the guy down the hallway and he crashed into the side of the wall. The only still conscious person tried to attack Peter but Peter turned around stuck out his arm.

THWIP!

A weird looking rope like substance shot out of his wrists and attached the man to the wall. It was then Peter realized it was webbing. He then realized that the spider bite gave hi super powers.

"I don't know how I did that but honestly", Peter began to say as he looked to the unconscious men then back in front of him, "I'm starting to like the new me". With that Peter decided to make his escape.

**Peter makes a daring escape and his rescuers will aid him. Next time Peter vs Zander's pet!**


	3. Chapter 3

**Chapter 3: The Confrontation**

Red Skull had just entered into a room in the facility when he met a woman in green clothing with long straight black hair. This woman was known as Viper. "So what of the child?" Viper asked.

"The child is nothing more than a puppet that will be my perfect toy to break. Besides what I'm really concerned with is how to break Captain America", Skull said.

"Not that I care about him but why torture this child in particular?" Viper asked out of curiosity.

"It is because I made a promise to his parents when they were still alive that I would destroy their loved ones and make them pay for the times they ruined my plans. It is only fitting that the child pays for their crimes", Skull said. "But that will be later once Dr. Faustus arrives".

"If you say so", Viper said. A second later a beeping sound was made and Red Skull answered it.

"Yes, what do you want?" Skull asked.

" _Skull, it's Rice, the Parker kid escaped and he's taking on an army of soldiers!_ " Pierce said.

Red Skull's eyes widened. "What do you mean he escaped!" Skull yelled and pinched his nose afterwards. "Never mind how, just get him back".

" _Yes sir_ ," Rice said. " _And I know the perfect for the job_ ".

"Zander Rice, that idiot, is going to use the weapon. The weapon may very much kill the child", Viper inquired.

"No she won't. The Parkers have a nasty habit of surviving", Red Skull said as he went to go find the teenager.

* * *

**with Zander Rice**

Zander Rice was walking at a quick pace to a room at another hallway. He was holding his face as his nose was bleeding profusely from the headbutt Peter gave him. Once Zander got to the room he opened the door to the room and looked to a teenage girl. The girl wore black pants, a black no sleeved shirt, and black boots and had black hair, fair skin, and green eyes.

"X-23 you have an assignment", Rice said as he looked down at the girl. She got up and slowly blades slid out of her knuckles.

"How do you want me to kill?" X-23 asked. Zander smiles at this with an evil smile.

* * *

**Outside**

Outside of a facility where Peter is, Captain America, Black Widow, and Jean Grey stood outside of the building. The plan is to go in, find Peter, and get out as quickly as possible. With Jean's telepathic powers, she could make it seem as if they were invisible to the people inside. The three moved quickly as Natasha jammed the security cameras to prevent them from being seen while Jean shut down the minds of the soldiers that worked there.

Once the three made it inside Cap turned to the two redheads. "Now that we're inside we need to split up. Jean remember to keep us under telepathic link in order to communicate. We can't use our communicators or else they'll know we're here", Cap said.

"Understood", Jean and Widow said as the three split up to go in separate directions.

* * *

**with Peter**

Peter continued running through the halls as he was trying to find a way out. Obviously because he never came to this building before he has no idea how to get out. Where he could to escape anyway? Just as he was thinking this his spider sense activated and he ducked under the swipe of an attack from a random soldier.

"Come on guys I just want to home. Is that too much to ask for?" Peter quipped.

Peter's answer came in the form of one the soldiers charging at him with a knife in hand. Peter did his best to avoid a slash only to get cut on his left fore arm causing Peter to wince in pain. Angered by this Peter stretched his arm out...

Only for a beam of green energy shot from his fist and shot the man back and he slammed into the wall. Peter's expression turned from anger to curiosity then turned to excitement.

"I am really starting to love these powers!" Peter said in excitement as he ran down the hall. He remembered the cut on his hand and went to check his wound only to find his wound had healed.

Peter came to a stop as he sensed that another person was about to appear. The appearance of a girl in black with green eyes startled him with Zander Rice behind her.

"Ah you again", Peter said. "Look, I just want to go home".

"X-23 subdue him for experimentation", Zander said.

"So you just command women to do things for you because you're incompetent? Yep, that definitely describes you", Peter said as X-23 lunged at him with metal blades erupting from her knuckles. As she tried to slash him he jumped backwards and kicked her in the stomach. "You have blades come out of your fists? That is awesome".

This slightly confused her as she has never been complimented before but none the less she charged at him. Peter dodged two swipes but his Spider Sense blared as she tried to kick him. Peter ducked under her leg and saw a blade extended from her boot.

"You know you don't have to do this", Peter said.

The feral girl glared a bit at what he said. "Yes, I do", X-23 said.

"No, you don't. I'll tell you why, follow me", Peter said as he ended up running away with X-23 running after him. Zander Rice tried to follow but his feet wouldn't move.

"What the he-" Zander said as he saw webbing encased his feet. It turned out when Peter ducked under her leg he made sure to shot a glob of webbing at Zander's feet to keep him from moving. This in turn caused him to glare with hatred for Peter.

* * *

**With Natasha**

Natasha looked at the numerous bodies of unconscious men lying on the floor, some of them were webbed to the wall. She had to marvel at the scene and contacted Steve and Jean.

" _Guys, the kid broke free and is now trying to escape from here_ ", Natasha said telepathically.

" _Great that's going to be a problem. If he's trying to escape from here then how are we going to find him?"_ Cap asked.

" _I might be able to find him. I just need to scan the area for his mind and I can find him_ ", Jean said.

" _Good cause we need to find him and fast_ ", Natasha said.

* * *

**with Jean**

"I'm on it", Jean said. The moment she said this she got to an area where she could focus and telepathically probed the area. It was at that time that she sensed where Peter was and what he was doing. "I found him. He is currently engaging a mysterious person in combat. Funny it's a girl with..." Jean trailed as she sensed the girl Peter was fighting. After a second she gasped as she felt a connection to an old friend of her's.

" _With what?_ " Steve asked.

" _Oh my god...she has claws_ ", Jean replied to them. " _...just like Logan_ ". At this everyone gasped. It took a few seconds for Natasha to break the silence.

" _Then we need to get to them and fast_ ", Cap told them.

" _Agreed. They are nearby my location. I'm on my way to find them right now_ ", Jean said.

" _Good luck_ ", Natasha said. With that Jean took off to find Peter.

* * *

**with Peter**

Peter had just gotten X-23 to follow him down a hallway and into a large room. Just as he turned around to face her, X-23 slashed through him, literally. She realized that she could have killed him until he started to fade away. It was an after image.

The real Peter was behind her sitting on a table.

"You gotta love after images. Honestly I didn't think I could move that fast to produce one", Peter said. " So you gonna tell me why you're doing this?"

"Rice commanded me to do so, so I obey", she said.

"So you obey. I may know about your relationship but it sounds like this guy owns you", Peter said with a scowl. Just then he jumped over her as she tried to slash his head again landing on a crouching position.

"Shut up! All you need to know is that you belong to Rice, to Red Skull, to Hydra", X-23 said. At this Peter's eyes widened.

"Wait, you mean take over the world Hydra that Captain America fought against?" Peter asked and X-23 nodded. Peter had heard stories from his uncle about Hydra trying to take over the world and how Captain America defeated them countless times over. Only one question came to mind. "Why are you working for Hydra?"

"Because I'm a weapon created by Hydra. I'm a clone of a mutant named Logan Howlett, designated as X-23".

"You're not a weapon you're a person", Peter said to her. At that she froze in her place before glaring slightly and lunged at him again with her claws extended.

"You know nothing about me!" X-23 shouted. Peter jumped over her but was cut on his thigh.

"You're right I don't but I gotta know do like being treated like an animal? Do you like being told what to do? More importantly is X-23 your real name?" Peter asked as he landed in a squatting position.

"...my name is Laura".

"Tell me Laura, have you ever wanted to get out of here?" Peter asked as Laura started to hesitate. "Don't you want to with people who do care about you?" Laura's confidence was starting to shatter as she subconsciously sheathed her claws. Before Laura could answer a voice called out to Peter.

"Apologies Mister Parker but X-23 belongs to Hydra just as much as you do". Peter and Laura looked up to see Red Skull walking towards them.

"Actually I belong to no one but Aunt and Uncle", Peter retorted.

"Well then I we'll agree to disagree then. As much as I would love to argue about that I do believe it's time to show you your place", Red Skull said as he reached into his pocket and took out a vile. Laura shuddered as she saw what was in inside. Red Skull threw the vile over Peter's head and it cracked over his head.

"That's it? That's all you've got? Just some weird liquid?" Peter asked as he turned to see Laura with her claws extended. Peter's spider sense started blare out of control "Oh boy".

Laura with everything she had charged at Peter and slashed his arm when he tried to jump away. While waiting for his wound to heal Peter ducked and dodged swipe after swipe.

"That Mister Parker is a trigger scent specifically designed for X-23. With it placed on anyone or anything, she will become a literal killing machine. It will be interesting to see how you sweet talk her now", Skull said with an evil grin.

Peter continued to fight her and shot his green energy at her arm pushing her back. Stopping shortly there after, Peter watched in awe as her arm healed almost immediately.

"Laura, I know you're there. Snap out of it, you can fight it", Peter said. Laura started to react to this and try to stop herself. Peter saw this and tried to encourage her some more. "You can do this Laura!"

However Laura was fully reached and she ran forward and tried to slash him all over again. It was when Peter was cornered that Laura slowly approached him with a glare directed at him. She snarled as she step closer and closer to him.

"Laura you're not a weapon, you're a person", Peter said causing her to pause mid step. Laura raised her fists and held them up attempting to end Peter. That was until shocking happened...

She stabbed herself in the head with her claws.

This completely shocked him as she did something that basically killed her. Laura fell to the floor unconscious as Peter tried to reach out for her only for Red Skull to shout. "STAY AWAY FROM HER!" Peter could see Red Skull running towards them so Peter jumped out of the way. Red Skull pressed a button at the side of his ear. "It is time to go. Activate self destruct and send 'her' after the Parker child".

Just as he was trying to find his exit he thought about what just happened. ' _I could've saved her. Why didn't I save her? Why didn't I just grab her and get the heck outta here?_ ' Peter thought. It was then Peter came across Jean Grey. ' _Okay hello pretty lady-Wait! Focus Peter she may be an enemy?!_ ' Unknown to Peter was that Jean read his mind.

"Peter Parker, I'm Jean Grey. I'm here to rescue you", Jean said to him. Peter smiled as he could finally escape. Just then a voice appeared on the intercom.

**ATTENTION ALL PERSONNEL. THIS BASE HAS BEEN BASE IS SET TO SELF DESTRUCT IN TEN MINUTES. EVACUATE IMMEDIATELY. I REPEAT EVACUATE IMMEDIATELY.**

"That would be our cue to leave", Peter said as he and Jean started running towards an exit.

"Exactly. Follow me I know where an exit is", Jean said then telepathically called Steve and Natasha. " _Guys I have Peter and we're on our way to an exit_ ".

" _Good we're on our way out too_ ", Steve said.

**Next time something will try to stand in there way and a few other heroes will appear. Plus Peter reunites with his aunt and uncle to actually celebrate his birthday.**


	4. Chapter 4

**Chapter 4: The Epic Escape**

Captain America had been fighting Hydra agents left and right trying to find a computer main frame and sabotage Hydra's newest plan. He was also there to get information on the girl that Jean mentioned had claws like Logan. After kicking two Hydra agents in the chest Cap walked into a room ready to fight only to find Black Widow. Widow turned to see Steve as he walked in.

"You here to find out about the girl as well?" Widow asked.

"Yes I am. I'm also here to find out what their plan is and if she is involved. We both knew Logan and if she is what we think she is then we need to stop Hydra immediately", Cap said.

"Just what I was thinking", Widow said as she turned back to the computer to find information on Laura. After what seemed like five minutes Natasha found the right file pertaining to Laura. Needless to say, Steve and Natasha were baffled by the information. "She is Logan's clone and his daughter".

"What do you mean by that?" Steve asked.

"She was created by Hydra agents working with weapon X to create a perfect killing machine with Logan's abilities", Natasha said. "She was suppose to be a boy but a woman named Dr. Sarah Kinney changed the genes in the sample to make it a girl. It would have taken years for the boy to have been born. It also says that to punish Dr. Kinney she had to carry Laura for nine months until birth".

"Apparently, they wanted a weapon not a person seeing as they didn't want her to have contact with anyone, not even her own mother", Steve said."It also says that they made a trigger scent to make her go crazy and kill anyone they want her to kill regardless if she wanted to or not".

"That poor girl", was all Natasha could say. Natasha continued to search through the files and found one on what Hydra was doing. "Here's something interesting. It says here that they were working on another person a woman by the name of Yuriko Oyama. It says that a sample of Logan's DNA was taken and used to alter her genetics. She now has an accelerated healing factor and apparently she possesses retractable claws on each finger".

"It seems that Hydra wants every killing machine they have to have a healing factor", Steve said. "So what did they do to force her into this?"

"They didn't force her at all, she willingly volunteered for this. She bore a grudge for Logan and she made a deal to be their guinea pig for this", Natasha answered before she turned to Steve. "If she willingly allowed herself to be experimented on then imagine what Hydra would do to those kids who were taken against their will".

"I see your point", Steve said. "I'm activating a beacon for the others to find us. We need to stop this plan immediately".

"I also find something else and it's about Peter", Natasha said as she clicked the file. Her eyes widened in shock. "Oh my god, he's Richard and Mary's son".

"Who?" Steve asked.

"Richard and Mary Parker were CIA agents that worked with SHIELD in black ops missions to stop Hydra. I knew them both personally as good friends", Natasha explained. "Last I heard they died in a plane crash orchestrated by Red Skull".

Steve placed a hand on her shoulder to let her know he was here for her. "We'll find a way to stop him. I promise you".

"I know right now we need to focus on saving their son", Natasha said as she got up from the computer as she and Cap were going to leave. Just then Natasha grabbed Steve and they ducked under a kick that probably would have taken their heads off.

Using his shield he pushed back the assailant to find that it was Viper who in turn rolled back up on to her feet before turning to face them. "Captain, Natasha, it's good to see you both again".

"Funny how the feeling is not mutual", Natasha retorted.

"You still hold a grudge for one incident where I tried to kill you? Honestly, I'm kinda disappointed", Viper said to Natasha before throwing knives at her. Steve used his shield to block the attack before launching his shield at her. Viper ducked under his shield but was kicked in the abdomen by Natasha. Viper fell to the floor on her back before performing a backwards role and positioned herself in a crouching position. "Since you both know about out secret project, you do realize that we let you leave, right?"

"Well then try to stop us", Steve said as Hydra agents came into the room.

"Take them out!" Viper yelled for the Hydra agents attack. Steve and Widow were able to fight off most of them. Steve used his shield to knock their weapons out of their hands before Natasha used her Widow's Bite to electrify them. More agents came in to attack Steve while Natasha fought Viper. "I know all about your connection to the Parker family Natasha. Were they really that special to you that you would try to save their worthless son?"

"They were good people so yes!" Natasha yelled as she punched Viper in the face. "And don't you dare insult him again. Your just jealous that Richard loved me and not you". Natasha retorted before punching Viper in the face who responded with a roundhouse kick to Natasha. Viper lost her momentum when Steve threw his shield at her leg and tripped her, who in turn was kicked in the face by and Steve stood over Viper's downed form triumphantly. "Viper it's over. Surrender now".

"Never", Viper said as she kicked herself up and continued fighting with the two heroes. Viper kicked at Widow and tried to leg sweep her afterwards only to miss both times and be kicked in the stomach by Widow herself. Steve attempted to restrain Viper however he was grabbed from behind and thrown into a wall by more Hydra agents. This confrontation was short lived as Cap easily bested both men. This did not stop more agents coming in.

Viper was pushed into a wall and moved out of the way of an incoming kick. She kicked Widow in the hamstring and kicked the former assassin in the stomach. "Hurts doesn't it?" Viper asked before getting a call on her com. "Hello?"

Immediately, Red Skulls voice was heard. " _It is time to go. Activate self destruct and her after the Parker child_ ", Red Skull said.

"Understood sir", Viper said smiling before ducking under Natasha's foot. "Well Natasha, it's been fun to fight you again and I do hate to have to cut this short but duty calls. Let's decide our fight next time...", At that Viper threw down a small explosive that pushed Steve and Natasha to the floor, before pulling out a small device and pressed a button on it. "That is if you can survive the explosion". It was at that moment when a voice was heard around the base for all to hear.

**ATTENTION ALL PERSONNEL. THIS BASE HAS BEEN SET TO SELF DESTRUCT IN TEN MINUTES. EVACUATE IMMEDIATELY. I REPEAT EVACUATE IMMEDIATELY.**

Everyone in the base ran as fast as they could to get out there. Viper used this opportunity to leave the room while Steve and Natasha got back up to escape. "We need to get out of here", Natasha said.

"Agreed", Steve said agreeing with her before leaving the room they were in. Just then Natasha and Steve are contacted by Jean Grey.

" _Guys I have Peter and we're on our way to an exit_ ", Jean told them telepathically.

"Good we're on our way out as too", Steve said. With this Stave and Natasha ran to where the nearest exit in order to escape.

* * *

**At Oscorp**

Norman Osborne was walking into the lab being led by one of the scientists there. "This had better be important Doctor Octavius", Norman said.

"Trust me Mr. Osborne it is. We found that not only was the Oz formula able to enhance the body of others it also had the effect of extended longevity and and to heal from wounds that would otherwise be fatal", Octavius explained.

This caused Norman Osborne smiled at this. "What are the list of abilities the Oz formula gives?"

"As it shows, the abilities range from super human strength, speed, and agility to regenerative healing. However, there is a drawback", Octavius said. This in turn caused Norman to scowl at him.

"What?"

"It seems as though, the amount of Oz used on the body affects the objects' sanity. Smaller dosages however are able to mitigate this problem", Octavius said. Norman stopped scowling as he realized this.

"As they used to say 'A mind is a horrible thing to waste'. Is this all you have so far, Doctor?"

"For the Oz formula yes, there was something else however", Octavius said as he guided Norman over to the glass case with spiders. It seems as though they were crawling all over each other.

"What are they doing?" Norman asked a bit disgusted.

"They're mating sir", Octavius answered and Norman's eyes widened. "Studies were conducted to see how female spiders would react to a single male spider. They have have been this way for the past several hours".

"How?"

"It seems as though the male secretes a powerful pheromone that attracts those of the opposite sex", Octavius said. "We are still examining them to see what happens next".

"Well then keep me posted on what happens next and be sure to have the Oz formula perfected", Norman said before leaving. Norman had his plans for the Oz formula but mainly for himself.

"Oh I will Mr. Osborne, I will", Octavius said deviously before stepping over to table with four long mechanical arms on it.

* * *

**Elsewhere**

Viper had went into a room and found a woman with long black hair in a gold no sleeved V neck suit with a red sash around her waist and has a head piece on. The woman was meditating when Viper came in.

"I had a feeling you would come here. I originally thought that you were going to let me die down here", the woman said with a glare at Viper. Viper just smiled.

"Yuriko, with all the genetic tampering Hydra did I'm pretty sure you can't die. Other than that we have problem", Viper said.

"What's the issue?" Yuriko said as she got up.

"Simple, Red Skull wants you to catch a certain spider. Whether he's dead or alive doesn't matter", Viper said. Yuriko's nails extended in length at this.

"I'll step on this spider" was all Yuriko said.

* * *

**with Peter and Jean**

Peter and Jean continued running together as they dealt with the Hydra agents in their way. While making their escape Jean explained to Peter what had transpired and how she, Cap, and Widow are here to rescue him. She also mentioned how they saved his aunt and uncle from being murdered. In turn Peter told Jean about Laura and how she was taken by Red Skull. "Knowing Red Skull, he probably has her and has made his way out of here", Jean said.

"Yeah, and probably wouldn't have happened if I had saved her", Peter said.

"Hey, we'll rescue her I promise", Jean said. "No need to beat yourself up for it".

"Yeah your right", Peter said. "By the way, thanks for saving my aunt and uncle, I don't know what I would do without them".

"No problem besides it's your birthday today, so we should get you to them as soon as possible", Jean said with a smile. Peter's eyes widened that it was his birthday today and he had forgotten for a moment.

"Got it", Peter replied when he suddenly he remembered something. "You said you're name was Jean Grey, right?"

"Of course", Jean answered wondering why he asked.

"You're an X-Man", Peter said with a smile. At this Jean stopped running and Peter stopped as well.

"I used to be an X-Man. Not anymore", Jean said.

"Oh something personal?"

"You could say that", Jean said remembering a few people she knew lying on the floor dead with one person standing over them all. "It was a long time ago".

"If you don't want talk about I understand", Peter said. "Sorry for bringing up something bad".

"Don't worry about it for now let's get you out of here", Jean said with a reassuring smile.

"Right" Peter said as the two continued to run down the hallway. No sooner than that they ran into Steve and Natasha who were coming from the opposite direction.

"Steve, Natasha, you two got here fast. Did you find anything here?" Jean asked.

"Yeah we did but for now had better get out of here, we'll explain things later", Steve said.

"Understood", Jean said. While they talked Steve and Natasha saw Peter who stood stack still.

"Son are you okay?" Steve asked out of concern. This snapped Peter out of his trance.

"Uh yeah, hi I'm Peter Parker. Ignoring the current situation, I'm a huge fan", Peter said extending his arm. Steve in turn smiled at this and shook Peter's hand.

"Nice to meet you Mr. Parker. Before we get any further let's get out of building first", Steve said.

"Right", Peter said as they all ran for an exit. After making there way through the base they made it to the front of the building were an exit was in sight. The heroes were just about to make it when Yuriko appeared in front of them. "Great and just when we were about to make it out of here".

"Who are you and why are you here?" Jean asked.

"I'm Lady Deathstrike and I'm here to kill you", Yuriko said as she pressed a button and a long metal curtain closed in front of the exit trapping them all.

"Of course you are, how much longer until this place blows?" Peter asked

"Three minutes", Natasha answered.

"That's more than enough time", Jean said.

"She has similar abilities Logan had", Natasha added.

"Okay we may some problems", Jean said. Just then Lady Deathstrike charged at them and extended her claws aiming for Peter. Steve was able to use his shield to protect him and pushed her back. Natasha used her Widow's Bites to fire electric darts at her only for Yuriko to evade them.

That left her wide open for a mid air blast to the gut by Peter. Yuriko skid back wards only to flip backwards and stand upright. Steve charged at her with Jean and Natasha to attack her head while Peter leaped above her while she was distracted by them. Using his webs caught both of her arms and pulled them back before she could try to escape from them, all the while Cap, Nat and Jean attempted to attack her at the same time.

Yuriko surprise do them all when she jumped and kicked all three of them in the face and yanked at the webbing bringing Peter down on to the floor back first. "Okay ow, that hurt", Peter said.

"A lot of things will hurt when I'm done with you", Yuriko said as she charged at him. Peter shot out green energy towards her which she quickly evaded in midair. She tried to stomp down on Peter only for him to quickly move away making her stomp on the ground with her claws digging through the floor.

Steve was getting back up and watched as Peter was holding his own against Lady Deathstrike. Steve knew however that Peter would not last long before turning to Jean and Natasha who were also getting up. "We need to get out of here, Jean can you pry that door open?" Steve asked.

"Yes I can", Jean answered.

"Good, Natasha how much longer?"

"One minute and thirty seconds", Natasha said.

"Alright, I'll help Peter, Natasha stay here just in case", Steve ordered before running. As soon as he started to leave Jean started to focus on moving the large door.

Yuriko went to slash Peter but missed as he leaped over her. However, she made up for this as she slashed his right thigh. Peter fall to the floor and held his leg and looked in horror as his leg was not healing as fast as it did.

"Why am I not healing?" Peter whispered to himself.

"Simple my claws have a metal called carbonadium. One of the great things about it is that it can negate healing factors", Yuriko said as she slowly approached Peter.

Just as she was about to strike Steve appeared and launched his shield at her knocking her away. Just as that happened Jean was finally able to remove the large door and called back to Steve and Peter.

"Guys, we have a way out let's go!" Jean yelled as she and Natasha raced out the door with thirty seconds left. Peter and Steve ran for the door and made it out. However, Yuriko followed and tackled Peter to the ground since his wounded leg was slowing him down.

"This ends now, bug!" Yuriko yelled as she extended a claw and aimed for the center of his forehead.

"Peter!" Steve yelled as he tried to make it back. Before she could hurt him a blue ray of energy hit her from the right knocking her off of Peter.

" _Hey everyone, did we miss the party?_ " A voice called out. Everyone turned to see Tony Stark aka Iron Man said as well as he and Hawkeye walked over to them.

"Unfortunately Tony, yes you did miss the party", Steve said smiling as he picked up Peter and made their way to the Quinjet that was right there with Jean and Natasha already inside.

"So, you're the Spider-Man that was taken?" Tony asked in interest.

"Yeah kinda", Peter said sheepishly.

"Strap yourselves in and hold on tight", Natasha said as they blasted off with five seconds left on the timer.

4

3

2

1

0

**BOOOOOOOOOOOOOOM**

The facility blew up with fire and debris shooting through the air as the Quinjet flew off.

"You think Deathstrike survived?" Peter asked.

"I know she survived", Jean said. "For now let's just be glad we made it out".

"So what's next?" Peter asked.

"Simple Spider-Man, we take you to your aunt and uncle", Hawkeye answered.

* * *

**SHIELD Triskelion**

"Wow I am actually in the Triskelion", Peter said in awe.

"Peter!" Two voices called out. Turning his head Peter saw both Aunt May and Uncle Ben who came in and hugged him.

"Peter are you alright?" Aunt May asked.

"Yeah but I have spider powers for some reason", Peter said causing them to look at him with confused looks.

"Spider powers?" Ben and May asked.

"I'll show you", Peter said as he climbed up the walls causing them to look at him in shock. Peter climbed back down to talk some more. "I know it's weird, I understand".

"Well yeah it is weird", Uncle Ben said causing Peter to slump his head a bit, "but in a way it's kinda cool as well". That response caused him to raise his head back up with a smile.

"I'll admit Peter this is weird but that doesn't change anything on how we feel about you", Aunt May said smiling not caring that her nephew has powers. Just knowing he was alright was good enough for her.

"For all of your protection, we're going to have to ask you all to stay here with us until we come up with a solution for this situation", Steve said to the couple.

"We understand besides Peter you're probably hungry after today. Your aunt and I still have your birthday cake in the next room", Aunt May said.

"Your Aunt made sure to bring it", Uncle Ben said.

"Honestly, spending time with you two is the best thing for me", Peter said as they entered into the room and took out the cake. All the while Cap, Nat, Jean, Tony, and Clint looked on at the family of three just spending time together.

"So what do we do now?" Jean asked.

"For now they should have their moment together", Steve said. "Tomorrow we talk to them".

**The first story arc is coming to an end. Peter's fate will be decided and what happened to Laura will be explained, next time.**


	5. Joining SHIELD

** Chapter 5: Joining SHIELD **

Peter was with his Aunt May and Uncle Ben as they escorted by two SHIELD agents to see someone important. The trio had to spend the night at SHIELD Headquarters just in case Hydra would come back for them. The two SHIELD agents made a stop towards a room and opened it for the Parkers. Inside were Captain America and Black Widow.

"Captain Rogers, Ms. Widow", Ben said.

"Please, just call me Natasha", Natasha said with small smile.

"Are you all doing okay?" Steve asked.

"Oh we're doing just fine, no need to worry about us", May said with a reassuring smile.

"Good then it's time we talked", a voice said. Suddenly a black man, wearing a black trench, and an eye patch over his left eye, walked into the room. "My name is Nick Fury, I'm the director of SHIELD. The reason why I wanted to speak with you is because of what has happened to your nephew".

"What do you mean?" May said as she, Ben, and Peter sat down at a table.

"It's about how he acquired his powers", Fury said before turning to Peter. "Do you remember how you got your powers?"

"Yeah, I was on a field trip to Oscorp", Peter explained. "They were explaining how they genetically alter things and showed us genetically engineered spiders. However, one of them escaped and bit me. I ended up passing out only to wake up in that Hydra place about to be cut open".

"Interesting", Fury said with a thoughtful expression.

"So what's going to happen to Peter now?" May asked.

"It's likely that now that Peter has powers and escaped them, Hydra would want to try and capture him again and try to brainwash him to do what they want", Natasha said.

"They can try", May said with a challenging look.

"They would probably try to attack you and your husband just to get to him, Ms. Parker", Steve said with a cautious tone.

"Which is why we want Peter to join SHIELD", Fury said getting a shocked expression from everyone in the room with the exception of Natasha and Steve.

"What?!" Peter, May, and Ben said in unison.

"That's right I want Peter to train here at SHIELD and learn how to control his abilities", Fury said. "Here at SHIELD we can help with understanding how his abilities can work and to make sure they are used responsibly".

"But what about school? I can't just drop out", Peter said with concern.

"You won't be dropping out of school at all. You can continue to go to Midtown High", Fury said. "As for your Aunt and Uncle we can put them both under witness protection until Hydra is stopped for the time being". This was slightly overwhelming for the Parker Family. Peter has powers, SHIELD wants to train him, and Ben and May would be put under witness protection away from their homes. After a few moments Ben spoke to Fury.

"Excuse me Mr. Fury we need to be alone for a moment to discuss this as a family", Ben said.

"Of course", Fury said as he, Natasha, and Steve stepped outside the room.

"So what do you think?"Ben asked.

"I think this is crazy", May answered back. "We can't just let Peter get taken away".

"I understand May but what if what Black Widow and Captain America said was true? What if Hydra will try to get to Peter through us?" Ben asked.

"I know but what if something happens to SHIELD where they can't help Peter? What are we suppose to do then?" May countered with a worried look. Ben understands exactly where she's coming from and it was a good question.

"You're right but maybe Peter should decide for himself on what he should do", Ben said before turning to Peter. "What do you think Peter? Do you want to join SHIELD?"

"Honestly, I'm not sure what I should do", Peter replied.

"I want to learn how to control my powers but I'm also afraid of what would come next. What if I fail someone?"

"Peter do you remember what your father and I usually say?"

"Yeah, with great power there must also come great responsibility", Peter said.

"Exactly", Ben said. "If you have the power to help others, then it is your responsibility to help others. There will be times when a situation will get difficult and you may begin to lose hope. But when things get hard you have to keep moving forward. With great power comes great responsibility. Understand Peter?"

"Yeah, I understand", Peter said with a look of understanding.

"Now I'm going to ask again, do you want to join SHIELD?" Ben asked. Peter gave it some thought before coming to his answer. A little while later Fury walked into the room with Steve and Natasha.

"So what did you all decide on?" Fury asked

"I'm not sure if I'm ready for what I'm going to do but my answer is yes", Peter said.

"That's what I like to hear", Fury smiled a bit.

* * *

**Elsewhere**

In a house in New York a woman was sleeping when her eyes shot open and glowed. She started to have visions of Peter fighting against six enemies, fighting with Laura, and something bonding with Peter to fight a green monster. The last thing she saw was Peter and Jean with fire all over her kissing. The woman's eyes stopped glowing after a while and she sat up in bed sweating with her eyes open wide.

"It has happened", she said. "A new spider has joined the web". With that she got out of bed and went to her bathroom. "This should be interesting".

* * *

**Hidden Hydra Base**

Inside of an empty white room was X-23 as she was sitting on the floor in a corner awaiting for her punishment Red Skull was going to give to her. Soon enough the Red Skull opened the door and entered the room and approached her. "You were given a simple task X-23, take down or eliminate the Parker child. Not only did you allow him to get away but you also allowed him to get into your head", Red skull said in disgust.

"I know", Laura said.

"You work for Hydra isn't that right?" Red Skull asked with a frown.

"Yes I do", Laura answered.

"Then the next time you see the Parker child what will you do?" Red Skull asked.

"To capture or to eliminate him", Laura answered. At that point Red Skull grabbed Laura by the hair and growled into her ear.

"Another failure like that and you will suffer for all of your time here", Red Skull said before kicking Laura in the stomach causing her pain. Laura clutched her stomach as Red Skull began to leave the room. "If you think your punishment has ended X-23 you are sorely mistaking". At that moment a red skinned woman appeared and she had a vicious evil smile on her face.

"Hey there mut you remember me don't you?" She said as she approached Laura and began to savagely beat her. Red Skull laughed as he made his way out of the room. As he continued walking down the halls when was met by a man walking towards them.

"Mr. Schmidt, I have been waiting for you", said the man as he approached Red Skull.

"What is it you want Dr. Warren?" Skull asked.

"I was wondering if you have seen my notes on my new cloning device", Dr. Warren said.

"I don't think that will be needed Mr. Warren", Red Skull said as he started to walk away. "After all, the last time a clone was suppose to be created it took years". Dr. Warren ran in front of him however.

"I understand why you would say that sir but this is different", Dr. Warren said. "My cloning device is much better than you think. The experiment that created X-23 took years for her to be what she is currently right?"

"Yes, that's correct", Skull said as he was a little intrigued.

"Well what they couldn't figure out was how to create clones where they are at the originals current age", Dr. Warren said. "Think about how Hydra's forces would be if we decided to create clones within a matter of weeks with the abilities of the likes of Captain America or Tony Stark or Thor. Best of all we can program their minds to aid Hydra".

At this idea Red Skull considered this. While he didn't like the idea of clones under his complete control taking over the Earth made his non existent heart grow. "I will admit that this idea of yours sounds good. However I need proof of it just in case".

"Yes sir, thank you sir", Dr. Warren said as he walked away with a smile on his face. Red Skull activated a burner phone and called someone.

"Ophelia please tell me you found her", Red Skull said.

" _Yes I have found her_ ", Viper said. " _Lady Deathstrike survived the explosion. It seems she was able to heal back almost all of her skin in just a matter of moments_ ".

"Good bring her back to base", Red Skull said as he headed to his destination.

* * *

**SHIELD Triskelion**

After a few hours of talking with Nick Fury, the Parkers came to an agreement with Fury on what will happen for now. Peter will stay on SHIELD premises on weekdays while on weekends he can stay with his Aunt and Uncle. A personal SHIELD agent that Nick Fury trusts will be keep an eye on Peter, in this case the person who will keep an eye on him be none other than the famous Black Widow herself. Training would begin promptly after school unless told otherwise. Peter agreed to these terms as well as his guardians.

While his Aunt and Uncle were getting things together, Peter sat on the outside of the building just trying to think about how his life is going to change from that moment on. After a while Jean walked up to Peter and stood next to him. "I heard you decided to join SHIELD", Jean said.

"Yeah, I did", Peter said. "I will be honest though, I am nervous for I'm about to get into".

"No one can be ready for everything but if it makes you feel any better you and I will get to work together sooner than you think", Jean said with a smile causing Peter to smile as well.

"Thanks that helps a lot", Peter said. Just then Ben and May appeared in front of Peter. "Aunt May, Uncle Ben what's going on now?"

"Well Fury found us a nice place for us to live while under witness protection and right now they are moving in some of our things", Ben said with a smile. "May and I decided that we are going to go check it out".

"Well Peter, I really wish things could be different", May said.

"I do too", Peter said.

"I know but you know what they say somethings happen for a reason", May said. "I want you to take care of yourself".

"I know Aunt May", Peter said as he hugged her with Ben hugging them both. After a while Ben and May drove off with Peter and Jean being lead back inside. After a while Jean spoke up.

"Well it is getting kinda late so what would you say to getting some food?" Jean said.

"Honestly, I would love to get something to eat", Peter said clutching his stomach as his stomach growled. "I have not had anything to eat at all".

"Well, you're in luck because they are serving pizza in the cafeteria", Jean said with a smile with Peter's expression beaming with hope.

"Please show me", Peter said.

"Right this way", Jean said.

* * *

**Elsewhere**

Walking up the stairs was a woman with blonde hair who wore a white business suit as she entered into a room with a man looking at an old yellow and blue suit through his visor. "I've located her", the blonde woman said to him.

"Jean?" the man asked.

"Exactly as you thought, she's allied herself with SHIELD", the blonde said.

"Well then we'll need to make plans for when SHIELD tries to get in our way", the man said as his visor glew red.

**Next time Peter's life gets interesting after school. Sorry for the long wait but this story is back. Also I made a few changes to the story in that Peter is now Sixteen-years-old and not Seventeen while Wanda is Seventeen-years-old and not Eighteen.**


	6. After School Specials

** Chapter 6: After School Specials **

Peter and Jean were walking down the hallway from the cafeteria with Jean having wide eyes looking at Peter. A few moments ago Peter had a tray full of food ranging from three slices of Pizza, a bowl of Macaroni & Cheese, a large Bacon Cheeseburger, French Fries, and a Chicken leg and wash it all down with a Dr. Pepper. Jean was astonished by how much he could eat

"How can you eat all of that back there?" Jean asked.

"Honestly I'm not sure how could eat all of that, heck I could barely eat an entire burger before now", Peter said. "All I could think about was that I was really hungry and kinda weak for a while after escaping that Hydra Base".

"What about that cake your Aunt brought here?"

"It was a small cake", Peter said sheepishly.

"If I could take a guess it would be that your Metabolism is stronger than before due to your fast healing and the amount of time your spent fighting the other day", Jean surmised.

"It could be that", Peter said. "That begs the question though. What other abilities do I have and how strong am I?"

"Well you won't have to wait to find out", Jean said. "Tomorrow Natasha is going to test your abilities".

"Anything I should know beforehand?"

"Yeah, you'll be fighting robots when she tests you so be careful. It's getting late plus you have school tomorrow so you'll need to get to bed", Jean said getting a nod from Peter. Just then Jean grabbed Peter by the hand and lead him down another hall.

"Whoa, where are we going?"

"Well since you'll be staying here, I should show you to your room", Jean said as she led the way.

"Hey, I want to say thanks again for saving me", Peter said.

"Hey it's no problem at all, it's what the good guys do", Jean said. For a moment the two were silent but Jean had to ask the question. "When we first met, you recognized me and knew about the X-Men. How did you notice us?"

"I watched the news a lot", Peter began. "There was news report about a red-haired girl that could lift things using her mind. A man named Charles Xavier appeared and revealed himself as a mutant and defended her. Months later that same red head appeared and saved hundreds of lives by using her powers to stop a train from crashing into a nearby neighborhood full of kids. When someone asked her who she was, she said her name was Jean Grey a member of a mutant peace keeping task force called the X-Men". Jean's eyes widened a bit at that before she slowly closed them and slowly started smiling.

"Yeah I remember that day", Jean said. "And you recognized me after all this time".

"Well you do have red hair", Peter said eliciting a giggle from Jean.

"What you like redheads or something?"

"Well you are beautiful and all..." Peter trailed off while blushing and Jean giggled again.

"Relax Peter, I'm joking", Jean said. "And I appreciate the comment".

"No problem", Peter said.

"Here we are, this will be your room from now on", Jean said as she opened the door to his room and guided him inside. Peter looked around and noted that all of his clothes, his computer, his bed albeit with a new mattress, and other things of his were already there. "Fury had a few things taken from your old house and had them moved here".

"Wow, this is awesome", Peter said.

"You might want to get to bed early. As I said earlier Natasha is going to test you after school so be prepared", Jean said.

"Got it", Peter said. "Thanks Ms. Grey".

"Call me Jean", Jean said with a smile as she left the room. With that Peter went to bed early for tomorrow.

* * *

**with Fury and Natasha  
**

"With Oscorp partially responsible for what happened to Peter and him getting his powers, I believe that there is a connection to Norman Osborne and Hydra", Fury said. "Which is why an investigation will be conducted on Norman Osborne".

"That I understand, what I don't understand is why I'm not looking into this", Natasha said.

"Simple, you have history with Peter's parents and you were there when he was born", Nick said. "You are the only other connection to his parents besides his aunt and uncle. That being said your assignment is to make sure that Peter is safely protected and be by his side at his school".

"What about Norman Osborne?"

"Don't worry about Osborne, I have someone keeping an eye on him", Fury said. "She'll report everything to me about what he's doing".

"She?" Natasha asked with a raised eyebrow causing Fury to nod.

"You should know who she is, after all you weren't the only one who knew Richard and Mary" Nick said. Natasha's eyes widened by this before she closed them. While she wanted to expose Norman's secrets to the world, making sure Peter was safe was her priority for now.

"I'll look after Peter and make sure he's alright", Natasha said before she began leaving the room. "Let her know that I will hurt her if she screws up". Fury smiled at that remark.

* * *

**Midtown High School**

Early in the morning, Midtown High School students were walking into the school when a car pulled up. Stepping out of a car was none other than Liz Allan. Before closing the door, her mother called out to her. "Have a good day school honey", Liz's mother said.

"I will mom", Liz said before closing the door gently and walking into the building. As she was passing through the double doors while trying to dig something out of purse, she was met by her boyfriend Flash who came running up to her.

"Hey, Liz!" Flash called out.

"Hey Flash, what's going on?" Liz asked.

"You will never believe this", Flash started. "We have a new Literature Teacher! She's Russian and she is extremely hot!"

"Flash, why are you telling me this?" Liz asked in a deadpanned expression.

"Because we have a hot teacher!" Flash said in excitement. Liz began to question why even started dating him at all.

"Ugh, Flash don't you think of other things at all?"

"Like what exactly?" Flash asked.

"Like what's going on with Peter?" Liz asked out of concern and Flash glared at her.

"Puny Parker? What about him?" Flash asked.

"Peter went missing for over a week now and nobody knows where he is. Heck someone went to go check on him, his Aunt, and Uncle and even they are missing. Have you heard anything at all?"

"Don't know and honestly, don't care", Flash said in disgust. "Why care for that weak little twerp at all?"

"Because that weak little twerp was a friend of ours", Liz said glaring at Flash.

"We're better off without him honestly", Flash as he and Liz entered into the Literature classroom together.

"Flash we've known Peter ever since kindergarten. He was a nice guy and helped us both", Liz said. "What if something bad happened to him?"

"Something bad would happen to who?" Peter joked behind them both causing them to look at him with varying degrees of emotion. Liz was smiling glad that he was while Flash was glaring at him.

"Peter oh my god, you're alright! What happened? Where did you go?" Liz said glad that he was alright and that he was back only to notice that he seemed to be a bit bulkier. "And why do you feel slightly muscular?"

"It's a long story that would be too long to explain", Peter said.

"Yeah, like some of us actually wanted to know how you got back at all", Flash said getting a glare from Liz when she turned towards him.

"It's good to see you too Flash, how have you been?" Peter asked.

"Hey don't think for a second that we're friends Parker. I don't like you and that will never change", Flash said.

"Flash stop it", Liz said.

"Stop what? I'm not the loser trying to be better than everyone because he's so smart", Flash said.

"I don't care what your issue is Flash, quit being an asshole", Liz demanded.

"Ms. Allan I'm going to ask that you refrain from using that kind of language in this classroom, if you don't mind", a voice said. Peter, Liz, and Flash turned a beautiful redhead woman enter the room. "And as for you Mr. Thompson, I don't tolerate bullying in my class or on school grounds period".

"Wait you're the hot Russian teacher that transferred here!" Flash said in shock making Liz facepalmmed at his stupidity.

"Yes, I'm the new Literature teacher Nancy Rushman", Ms. Rushman said. It was then that the other students came into the room. "It seems that it's almost time for class so you'll need to take your seats". With that the three ended up getting to their seats.

"Wow, I wouldn't mind having a 'study session' with her" Flash whispered to himself eliciting a punch to the shoulder from Liz while Ms. Rushman had her back turned. "Ow, what'd I do?"

"Gee, you tell me or better yet the teacher you're fantasizing about", Liz whispered harshly to him. Peter saw this and shook his head slowly with a small smile.

Time went by and the school day came to an end with all the students heading home while Peter went to the class where Ms. Rushman was waiting for him. "Are you ready to go?"

"Yeah I'm ready", Peter said. "Not a bad first day back huh?"

"That Flash Thompson kid is a brat", the now revealed Natasha said as she pinched the bridge of her nose. "He made several sexual comments about me during class and wanted to punch him so badly. How do you deal with him?"

"I try to ignore him and when that doesn't work I pull a few pranks", Peter said with a smirk causing Natasha to smirk as well.

"You're not bad at all kid", Natasha said.

"So who is Nancy Rushman?" Peter asked.

"Nancy Rushman was a school teacher that I met a long time ago who had similar qualities that I have. She had two kids and she helped me out one day", Natasha said. "Someone tried to kill her so I faked her death so that she and her family could escape to Brazil".

"Wow", Peter said. "Does it get hard when you're a spy?"

"Of course it is", Natasha said. "We had better get going". With that the two went on and left together but neither of them noticed that they were watched by Liz who was watching them get in the same car together.

"Peter and Ms. Rushman live together?" Liz asked. Funny enough Liz's left hand started to glow orange with heat coming off of it.

* * *

**SHIELD Triskelion**

It was a few hours later when they got back to the Triskelion and now Peter was standing in an empty training room wearing a red skin tight suit with a high collar. Outside of the training room were both Natasha and Jean as they were going to see how strong he truly is. At that moment Natasha grabbed a microphone and began to speak into it.

"Okay Peter, this test will be to see how well you can handle yourself in a fight should you be pushed into that situation", Natasha said. "This will also help give us an idea of how strong you are. The objective of this test is simple, fight as many robots as you can. I'll call time if you can't handle it".

"Gotcha", Peter said as he was mentally getting ready.

"Alright begin", Natasha said.

Natasha pressed a button causing three robots, the size of three adult-sized men, to appear and start charging at Peter. Peter instinctively jumped and shot webbing at their faces blinding them before web zipping over to them and kicking two of them away before punching the last one. The robot he punched was missing his head and fell to the ground.

The other two robots got up and tried punching him multiple avoided the attacks and caught both of their fists before throwing them across half the room. As the robots were getting back up Peter jumped and kicked one's head off before punching the other in the abdomen causing it to short out.

With the first three defeated, five more robots appeared and went to attack. Peter fought back with punches and kicks of his own while avoiding their attacks. Peter was punched a few times but he recovered and charged up green electricity before blasting two of the five robots. The robots ended up shutting down while the other three went back to attacking him.

Peter managed to shot webbing at them all before tying them all up and shot electricity into them. The three robots all fell to the ground just as another set of robots appeared. At that moment ten robots appeared and went to attack him.

Outside the training room Jean and Natasha watched Peter's progress and watched as he was fighting the robots. "It seems as though Peter is fighting solely on instinct. Not only that but it's also possible that he can sense danger around him considering he just avoided an attack from behind him".

"I was just thinking that as well", Natasha said. "We'll teach him a few things later on".

Just then the door opened and three girls walked in. The first was Wanda who was wearing a red shirt and black pants. the second was a blonde who was wearing a light blue shirt with dark blue pants. The last one was another blonde who wore a green and black dress with slit done the front showing off her cleavage.

"Hey, we heard the new guy is here", Wanda said.

"Yes he is, in fact he is training right now", Jean said showing them Peter while he's training.

"He doesn't seem like much but he does indeed seem strong", the blonde in the green dress said as Peter defeated the ten robots with more appearing.

Peter was now fighting against fifteen robots all at once, some of whom were flying and had lasers and firing at him. Peter was able use his electricity to hit the robots that were flying and shut them down before webbing the robots that had lasers and swinging them into some of the other robots taking them all out. Peter sighed panting as he was starting to feel exhausted.

"Amazing, he was able to fight off and defeat those robots despite getting tired. How long has he been fighting them all?" the blonde in blue asked.

"Right now up to fifteen minutes", Natasha said.

"Natasha I think we should call time", Jean said with slight concern.

"Not just yet, I want to see how he can fight against this", Natasha said before she pressed another button.

Out of the ground beneath Peter rose a large robot the size of a fifteen foot building. The giant robot had metal blades coming from it's wrists with lasers attached to it's shoulders. Peter stared at the giant robot in fear before speaking.

"This is all kinds of messed up", Peter said nervously.

The giant robot attacked by attempting to punch him only for Peter to duck under it. Peter attempted to shoot electricity at it only to stop and back-flip away from being shot by lasers. The robot went in to grab Peter but Peter jumped backwards and shot webbing in the shape of balls at it's head... which did nothing to it.

Peter jumped to the side and shot electricity at it and taking out one of the lasers on its shoulders but the robot was able to grab Peter by the foot and throw him into a nearby wall causing Peter a bit of pain.

Outside, Jean and the girls gasped with Jean covering her mouth with her hands after seeing this. Natasha didn't change her appearance and stayed stoic to this.  _'Come on Peter, get back up. You can do this'_ , Natasha thought.

Peter slowly started to get back up and saw the robot approaching him. "Okay, come on Pete you can do this", Peter said to himself as he charged at the giant robot. Peter shot balls of webbing at the robot and shot electricity at the balls of webbing. The electrified balls of webbing impacted the giant robot actually did damage to it by causing it to fall to one knee.

The girls smiled in relief at this and even Natasha started to smile a bit.

Peter proceeded to jump up and shoot electricity at it's other shoulder and take out it's other laser before landing on it's shoulder. Peter punched the side of it's head only to realize that his punches wasn't going to effect it. Just then, his spider sense alerted him that it's right hand was going to crush him. Peter moved away from that spot before landing on the ground a few feet away from it.

"There's no way I can damage it", Peter said before thinking about it. "Maybe I can get it to damage itself". Peter jumped in the air before he shot a web-line and swung over to the giant robot. The robot with its blade extended tried to slash Peter in half. The girls were watching in intrigue as this was going on. "Oh no you don't", Peter quipped as he webbed up robot's right hand and landed on it's left shoulder again.

Using his super strength, Peter pulled the webbing forcing the giant robot to use it's own bade to decapitate itself. The women outside watching went wide eyed by this scene with Natasha smiling at this. Peter jumped off the robot just as it began falling down on it's back with it's severed head falling to the side. Peter wiped his forehead of sweat as he panted from this.

"Alright time", Natasha said. "That was a good test Peter. For now hit the showers and come on back".

"Got it", Peter said as he left for the shower room while the giant robot started to fade away.

"So what do you think?" Jean asked.

"I think that with a little bit of training, Peter will become a great asset to the team", Natasha answered.

* * *

**Outside of Oscorp**

A disguised woman looked from the corner to see Norman walk into the building. She immediately called a number on her phone before someone picked.

"Hello?" the voice of Fury asked.

"I've spotted him Fury and I'm going in", the woman said.

"Good luck and Natasha said you better not screw up or else she'll hurt you", Fury said.

"Tell Natasha I love her too. Over and out", the woman said as she went over to Oscorp.

**Next time Peter meets his future harem members and a fight against a classic Spidey villain.**

**Important Announcement as of today I have decided to go back edit a few chapters from Spidey's Lovely Ladies. As of recently I haven't been updating that story due to writer's block and while a few ideas came to me, I just couldn't think of how to put it together. I apologize for not updating it like I should and I thank you all for reading this and understanding.**


	7. Mistake Identity

**Chapter 7: Mistaken Identity**

In an undisclosed location, a man with a white face was met with a large man with blonde hair and what looked like sharp claws on his fingers. "So what is it you want me to do?"

"What I want is for you to infiltrate SHIELD and download the files on the Cerebro prototype", the large man said before handing him a flash drive. "The Inner Circle wants you to make sure that no one notices you, is that understood Dmitri Smerdyakov?"

"Trust me, no one will notice me enter the place", Dmitri said.

* * *

**with Peter**

Peter had just exited both the shower room and training room and entered into the rest area when he met back up with Natasha. Natasha was not in her usual Black Widow suit instead she was in a red shirt with black pants sitting on a couch watching the news.

"Hey I'm back", Peter said getting her attention. Natasha stood up and walked over to Peter.

"I was starting to wonder if you'd ever get out of the shower", Natasha said.

"Sorry about that but the showers are amazing here", Peter said.

"I bet they are", Natasha said with a small smirk. "You did pretty good today in the training room. You still have a long ways to go but you did pretty good. There will be a few things I'll be training you on so you can stand a better chance when in a fight".

"Really, what's that?" Peter asked in interest.

"Hand to hand combat. You're okay but you're sloppy when you fight making you reliant on moving around more often to avoid being hit by your opponents. I'll be teaching you a few basic attacks from punches and kicks to blocks and chops. Understand however that I won't being going easy on you when we do, understood?"

"Yeah, understood", Peter said nervously and already beginning to fear his training with her.  _'Hopefully she'll take it easy on me'_ , Peter thought.

"She won't trust me. That's just how Natasha is", a voice said and Peter looked to see Jean standing there with a small smile. "Sorry I didn't mean to read your mind but your thoughts were strong enough to be projected far enough for me to hear it".

"So you're a telepath as well?" Peter asked.

"Yes I am", Jean answered.

"Wow, I'll be careful with what I'm thinking about", Peter said.

"Of course", Jean said with a smile. "Natasha I think he needs to see the others".

"Others?" Peter asked.

"I was honestly going to suggest that he meets with them later on but maybe he should meet them", Natasha said.

"Wait, there are others in the same position I'm in?" Peter asked.

"Yes there is. I'll introduce you to them", Jean answered as she grabbed Peter's hand and led him away. Just as they were about to leave they heard Natasha say something.

"Make sure they don't hurt him Jean", Natasha smirked.

"I'll keep an eye out on them", Jean said as she took Peter with her as they left the room.

* * *

**At Oscorp**

Inside of Oscorp, a fly flew around inside of the building when Norman Osborn walked through the front doors. Norman walked through the the double doors and into the elevator. Norman was unaware that the fly had flown in and was right behind him before the elevator doors opened and he and the fly exited onto the lower floor. The man walked into his office and was greeted with the sight of a man with the Hydra symbol on his shirt.

"What's going on?" Norman asked.

"I came to inform you that Peter Parker escaped and he as well as his family are currently in the protection of SHIELD", the Hydra agent said.

"Why should this bother me at all?" Norman asked with an annoyed expression.

"Simple, SHIELD will do an investigation on you and your companies connection to Hydra", the man said. "I'm here to tell you to be careful. SHIELD has spies everywhere nowadays".

"I wouldn't worry about SHIELD too much", Norman said. "In fact I have a plan to expose all of SHIELD and Nick Fury that they were protecting mutantts".

"Mutants?"

"Yes mutants, although the government had declared that all mutants were officially bioterrorists", Norman said. "For years I have been working on making something to combat these mutant menaces and have come to a breakthrough with my newest project".

"And what would that be?"

"That will be for another sir", Osborn said. "Until then I am very busy".

"Understood but be careful, coming from personal experience Nick Fury isn't a pushover", the Hydra agent said before leaving. Osborn went back to working on his experiment all the while not paying attention to a woman watching him work.

 _'What do you have in store for us Osborne?'_  the woman thought to herself as she transformed into a cockroach and crawled away while keeping watch over Osborne.

* * *

**with Peter and Jean**

Jean and Peter continued walking down the hallway with Jean leading the way to meet the other trainees. "Through various different circumstances, we have three other members here who decided to join SHIELD. I should also point out that since you are the only male trainee here at SHIELD the other trainees are all female", Jean said.

"huh, okay", Peter said. "Why are the all girls?"

"No idea", Jean said. "We were hoping to get a male here eventually and then you showed up". After a few seconds they both stopped at a door. "Alright here's their room".

Jean walked up to the door and began to knock on the door to the room. However there was no answer. Jean knocked again and still no answer.

"What are they doing in there?" Jean asked. Jean decided to use her telepathy to scan the room but found nothing. "They're not in their room which means they must be somewhere else".

"How about we call them on their phones?" Peter asked.

"A good idea but we can't use our phones here unless it's actually important, SHIELD policy", Jean sighed.

"Well, how about we split up to go find them", Peter suggested.

"Good idea", Jean said. "I'll tell you when I find one telepathically".

"Alright", Peter said. With that done the two split off in order to find their missing friends.

* * *

**Elsewhere**

A SHIELD agent was walking down the hallway when he was grabbed from behind and taken to a room on the right. A few sounds could be heard as if a struggle took place. After a few minutes, a man step out of the room. Inside was what looked like the man who had just stepped outside the room, however he was bound and gagged. The man that exited the room just closed the door as he walked away with an evil smile on his face.

"Like taking candy from a baby", the man said.

* * *

**with Jean**

Jean was walking around a corner looking for the three girls when she spotted Wanda exiting a room. "Wanda!" Jean called out getting Wanda's attention. Jean walked a bit faster to get to her.

"Hey, Jean what's going on?" Wanda asked.

"Hey, I've been looking for you and the others, I wanted to introduce you all to Peter", Jean said.

Wanda's eyes widened slightly. "Really?"

"Yes, but I need to know where the others are", Jean said.

"They went to the cafeteria to get something to eat, although Ms. God Complex thinks that the food here on Midgard are bad", Wanda said.

"Alright then", Jean said before contacted Peter telepathically. "Peter, I found one of the girls. The other two are in the cafeteria".

" _Alright, I'll go check_ ", Peter said.

"Alright let's head to the cafeteria", Jean said. With a nod, Wanda left with Jean.

* * *

**in the cafeteria**

The two blondes from earlier appeared sitting at a table eating pizza... well one of them was eating pizza. The other blonde was complaining about it.

"How do the people of Midgard eat such disgusting things?" the blonde in green asked.

"Silvia, for the tenth time, it's just bread with tomato juice and cheese. Just try it, you'll probably like it", the blonde in blue said.

"Fine I'll give it a chance. And don't call me Silvia that's not my name", blonde in green retorted.

"Whatever you say", the blonde said while rolling her eyes. The blonde, who doesn't want to be called Silvia, took a bite out the slice of pizza she was holding. Silvia's eyes widened at this before a look a content formed on her face. The other blonde saw Silvia's reaction and had to question her. "Is it good?"

Silvia fixed her face to give a disapproving look. "I'm not answering that", Silvia answered. The other blonde smirked at this before turning to see Peter entering the cafeteria.

"Look, it's the guy from earlier!" she said. Silvia looks over to where he is before looking over to the other blonde.

"What do you think he's doing?" Silvia asked.

"No idea, can you read his mind?"

"A bit", Silvia said as she touched the green necklace. "Because of this necklace, I can't access my true magical powers but we should be able to listen to what he's thinking". Silvia began waving her hands around and pointed at Peter as she held the other blondes hand. Soon enough they began to hear Peter's thoughts.

 _'Jean said that other two SHIELD trainees are here so I'd better look around'_ , Peter thought to himself.

"He's looking for us", Silvia said.

 _'They should be around here somewhere'_ , Peter thought to himself. Soon enough the SHIELD agent from earlier walked passed Peter causing Peter's Spider Sense to go off. For some reason Silvia and the blonde could also feel a buzzing at the side of their heads. Peter stared in the direction of the agent just went to.  _'Why did I feel as though that guy is trying to do something bad?'_

Soon enough Peter slowly pursued the SHIELD agent with Silvia and the other blonde watching. "We need to go check out what's going on", the blonde said.

"Agreed, you mind going stealthily?" Silvia asked. The blonde grabbed Silvia's hand and soon enough they both started to disappear. "A nifty ability you have Ms. Storm".

"Call me Sue", the now named Sue said.

**_-with Peter-_ **

Peter was walking down hallway when Jean telepathically contacted him. " _Peter did you found them yet?_ "

"Not yet. Someone walked passed me and for some reason I felt as though this agent had bad intentions", Peter said.

" _How do you know?_ " Jean asked.

"I felt a buzzing sensation at the side of my head whenever I'm near danger or whenever someone has bad intentions", Peter said. "I have a feeling this guy has something nefarious planned".

" _I'll contact Director Fury and Widow to let him know what's going on_ ", Jean said.

"Alright", Peter said as he continued forward. Soon enough, Peter turned to find the SHIELD agent at a computer with a flash drive attached to it. Peter listened in on what the man was saying.

"Downloading all of the files on Cerebro and other related content", the man said as he pressed a button on his belt and started glowing. The light died down to reveal Dmitri shocking Peter.

 _'Who is this guy?'_  Peter questioned.

"This Cerebro must really be important if the so called Inner Circle wants information on it", Dmitri said. "I don't really care what they're doing so long as I get paid".

"Well sorry to burst your bubble, White Skull, but that won't be happening", Peter said causing Dmitri to turn around in surprise. He looked at the teenager and started laughing at him.

"Hahaha, oh this is precious", Dmitri laughed. "You, a mere child, can stop me, how adorable". Soon enough Dmitri started to calm down as he reached for a gun in his back pocket. "Alright time to end this".

SPIDER SENSE

Dmitri pulled out the gun and fired three shots just as Peter jumped and attached himself to the ceiling before jumping down on top of Dmitri. Dmitri didn't have enough time to react as he was tackled to the ground. Dmitri wrestled himself free before kicking Peter in the stomach.

"Gahhh!" Peter cried out. Dmitri grabbed his gun and aimed only for Peter to shot webbing into his face, blinding him, before knocking the gun out of his hand. Dmitri tore off some of the webbing from his face and made a run for it. "Hey get back here".

Dmitri ran out the room and into the hallway attempting to flee when he slammed into an invisible wall. Dmitri fell to the ground just as Peter caught up.

"What happened here?"

"I can answer that". Peter jumped at that. Soon enough, the two women appeared out of nowhere. "He came running down the hall and well I caught him".

"Thanks, this guy was trying to steal SHIELD files and sell it to someone else. It's a good thing you two were here to stop him from escaping", Peter said. Dmitri started to get back up and pulled out a knife.

"Don't think that I'll b-Ahhh!" Dmitri tried to attack Peter but Silvia blasted him with a green bolt knocking him out.

"Thanks", Peter said.

"No problem, we should contact Director Fury about this man", Silvia said.

"Got it", Peter said as decided to web up Dmitri.

_**-Later-** _

A little while later, the three arrived with a captured Dmitri before Director Fury, Natasha, Jean and Wanda. Peter explained to Fury what happened and followed him. "Dmitri Smerdyakov, commonly known as the Chameleon. He's a Russian information broker who's steals secrets from countries for a profit. SHIELD had been trying to capture him for five years but he had always evaded us", Fury said.

"But thanks to you we can finally put him behind bars", Natasha said.

"Your first day here ad already you stop a villain", Fury joked with a small smile.

"Well I did have help", Peter said gesturing to the two blondes. Sue blushed a bit while Silvia had a smug smile on her face.

"Funny those were two other trainees you were looking for", Jean said.

"Really?" Peter questioned as he turned to them. The two blondes stood together with Wanda.

"Peter, these are the other trainees here at SHIELD", Jean said. "Ladies do you mind introducing yourselves?" Wanda was the first to speak.

"I'm Wanda Maximoff, nice to meet you Peter", Wanda said.

"I'm Susan Storm, call me Sue", Sue said.

"And I'm Amora, Asgardian sorceress", Silvia, real name Amora, said.

"Nice to meet you all, I'm Peter Parker", Peter said with a smile.

"Well I better get going. The Avengers need me for a mission in Madripoor", Natasha said. "Take care until I get back". With that Natasha left.

"Well we have a few hours before curfew, so why not talk with Peter a bit", Jean suggested.

"Great idea, come on Peter", Sue said as the three took Peter with them. Giving Jean and Fury some space.

"We found the agent that Chameleon had attacked. Luckily he's alright with minor injuries", Jean said.

"That's good to hear", Fury said.

"I also scanned Chameleon's mind", Jean said. "It seems this Inner Circle sent Chameleon to SHIELD in order to steal information on Cerebro".

"I had a feeling about that", Fury said. "Let's be thankful that Parker was able to stop that from happening. We'll see what we can do about this Inner Circle when the time is right".

"Of course", Jean said with a smile as she went over to the others.

* * *

**Elsewhere**

The hairy man arrived before the man and woman. "As you predicted, Dmitri failed his mission".

"It makes no difference. Just in case Chameleon failed I got information from another source", the man said. "Soon enough, we'll create our own Cerebro and find every mutant on the planet. We'll create an army and dominate the world for their prejudice against us".

"So tell us Mr. Creed will you will done something for us?" the blonde woman asked.

"Of course".

"There's a mutant in Manhattan bring her to us. Kill anyone that gets in your way", the blonde demanded with a grin.

"It'll be my pleasure", Mr. Creed smiled.

_**Next time Peter trains with Black Widow and gets to know his teammates. Plus the creation of a new villain.** _

_**Here is the list women that will be in his harem: Liz Allan, Laura Kinney (X-23), Jean Grey, Black Widow, Wanda Maximoff, Sue Storm, and Amora. Another woman will be added some time later.** _


	8. Shock Value Part 1

**Chapter 8: Shock Value Part 1**

It was late at night as Natasha had just returned to the Triskelion from her mission in Madripoor with Steve, Tony, Clint, and another woman. She had short black hair with blue eyes and wore a black and yellow suit. This was Janet Van Dyne aka the Wasp. Natasha had just finished telling them what happened at SHIELD and that they have Chameleon in custody.

"Wow, that's pretty impressive. This Spider-Man seems a lot more interesting now", Janet said.

"So fact that he's the son of two deceased CIA agents wasn't interesting enough?" Tony joked causing Jan to playfully hit him in the shoulder.

"Whatever Tony", Jan said with smile.

"Speaking of, Nat are going to tell him?" Steve asked.

"Yeah, I'm gonna have to sooner or later", Natasha said. "He needs to know the truth from me".

"Alright", Steve said. "By the way Alex called".

"You mean Alex Summers aka Havok?"

"Exactly. He said that the Mansion was invaded last night and that they stole information on Cerebro", Steve said. "I asked if he and his team needed help but he said that they'd be fine. They have a back up file on Cerebro in case of an emergency".

"That's good to hear", Clint said.

"He also asked how you were doing Jan", Steve said.

"Really", Jan asked in surprise.

"Yeah, he asked if you were doing okay that he'd like to see you again", Steve said. Jan smiled a bright smile that unfortunately went away when Tony and Clint spoke.

"Jan's gotta boyfriend. Jan's gotta boyfriend", Tony and Clint teased her.

"I'll hurt you both if you don't stop", Jan with a serious tone to the two. The two continued to smirk as they teased her again.

"Come on you guys leave her alone", Natasha said. "Besides it's late and I have to train the trainees tomorrow".

"Alright then, take care Natasha and if you could-" Steve was cut off by Natasha.

"Yes, I'll tell Sharon you said hi", Natasha said. Steve nodded with a smile as the Avengers left in the Quinjet. Natasha waved as they left before entering inside the building. She decided to sleep for now but decided to head to Peter's room to check on him. Natasha opened the door to his room to find him asleep in his bed. She slowly walked over to him and kissed him on the forehead with a small smile. "Sweet dreams Peter".

* * *

**Midtown High School**

It was the next day and Peter was exiting his class and was headed to his next class when he heard a commotion take place. "Where do you think you're going Dillon?!"

"Not again", Peter sighed as he ran towards the sound to see a kid assaulting another kid with glasses on with a few on-lookers laughing at the scenario play out.  _'Doug Reisman, he's a senior who was held back a year because of low grades. The kid he's attacking is Maxwell Dillon, the kid is smart and what's to be an electrical engineer. Doug just attacks Max for no other reason than to feel good about himself'_ , Peter thought to himself.

"Answer me asshole, where do you think you're going?!" the kid demanded as he punched the other kid in the face.

"Just leave me alone", The other kid cried out only to be punched once again.

"You owe me for embarrassing me yesterday with your smart mouth Dillon. You what happens when you try to make me look stupid!" Just as the kid was going to throw another punch Peter grabbed his fist with his hand and pushed him away.

"Get lost! Now!" Peter said softly and threateningly.

"Who the hell do you think you are Parker?"

"Someone who's going to whoop your ass if you don't leave", Peter said. "Think I'm joking, try me".

"You're not worth it Parker. I'd just be beating on Thompson's nerd and honestly I hope he has the balls to beat the crap outta you", Doug said before he left.

"Here Max, let me help", Peter said as he turned to Max to help him up.

"Thanks Peter", Max said as he stood back up. "He always attacks me for no reason".

"I understand and it's wrong", Peter said.

"Yeah but that doesn't stop them from picking on me", Max said as he started to walked away. "It doesn't matter though because one of these days I'm gonna get back at him and everyone else".

Peter just stared at the kid as he walked away.  _'Poor kid, he's got no one to help him and he's constantly getting picked on. He reminds me of myself sometimes '_. With that Peter walked away to his class.

* * *

**Hydra Base**

Inside of white room, Laura sat on the floor looking at the wall as she was in the corner.  _'I am a product of Hydra, a killing machine, an animal, and a weapon. I will never be anything more than that'_ , Laura thought to herself as she closed eyes.  _'No one cares for me and that will never change'_.

 _"You're not a weapon you're a person"._ Laura's eyes shot open as she looked to see who said that. To Laura's surprise she saw Peter in front of her.  _"You are so much more than you think you are Laura never forget that"_. Laura released her claws and tried to slash him only for her arm to go through him without any harm.  _"I'm going to save Laura, I promise"_.

"What is this?" Laura asked as she sheathed her claws.

"That is a vision of the future Laura remember that", another voice said. Laura looked to see and woman wearing a red trench coat.

"Who are you?"

"I'll reveal who I am later but for now I must go. Peter will need his suit to fight a new challenge", the woman said before disappearing and leaving Laura stunned.

* * *

**Triskelion**

After school, Peter was standing in the training room wearing his training clothes as he was going to train with Natasha. Natasha was dressed in her Black Widow suit as she stood in front of him. Off to the side were Jean and Wanda who were watching.

"Where's Amora and Sue?" Wanda asked.

"Sue had to leave and meet with her brother. Amora on the other hand decided to skip training", Jean said.

"She does know that Natasha hunts down everyone who doesn't come to her training sessions, right?" Wanda asked with a smirk.

"Yes, she does", Jean said smirking back leading to both girls giggling at Amora's soon to be misfortune.

"Alright Peter, this training session will be to teach about hand to hand combat", Natasha said. "Get ready!" At this Peter took a stance by raising his arms in a boxing position. After a few seconds, Natasha went first with a right punch that Peter was able to block. However Natasha followed up with a leg sweep that knocked Peter over on his back.

"Ow", Peter said softly as he laid there".

"Come on Parker, tough it out", Natasha said making Peter flip back up. Peter charged forward to attack began punching at her. Not even one of his attacks hit before Natasha attempted a knee to the gut. Peter slapped her knee away, spun around, and went for a punch. Natasha ducked and kicked Peter upwards. Instead of falling on the floor Peter landed on his feet.

Natasha charged at him went for an ax kick that Peter blocked. In a twist Peter tripped her up, but she rebounded by using her hands to break her fall before using her legs to wrap around Peter's neck and threw him. Peter fell on to the floor and got back up to see Natasha run in to punch him. Instead of attacking, Peter waited until she got close before grabbing her arm and flipping Natasha on the ground.

"Nice you're learning", Natasha said with a smirk. "But you'll have to do better". With that Natasha flipped herself up in a standing position and slammed Peter on his back. At this Natasha got down on one knee and grabbed him in a choke hold. "Do you give?"

"Yes, I give", Peter said surrendering. Natasha let go of him and helped him up. "Can you go a little bit lighter on me?"

"Sorry, can't do that Peter. Besides, you did good today. You're able to think on your feet and hold your own which is a good thing", Natasha said with a small smile. "We'll try again tomorrow so for now just go get some rest".

_**-Later-** _

Peter was in his room as he was rubbing his neck from training with Natasha. "Ow, I never thought that my bruises would have bruises".

"Here you go Peter", Wanda said handing him a bag of ice.

"Thank you Wanda", Peter said. Wanda smiled but found that Peter was staring at her in a weird way. "What?"

"Sorry it's just you look familiar as if I've seen you before", Peter said.

"You probably have", Wanda sighed. "I used to be a criminal named the Scarlet Witch". At this Peter's eyes widened at this.

"You're the Scarlet Witch?!", Peter said in astonishment. "Wait, that also means your the daughter of Magneto and sister of Quicksilver!"

"Yes I am. My brother and I were roped into joining our father and his group called the Brotherhood of Mutants to cause crimes for their prejudice towards mutants. This brought us into conflicts with the X-Men where I met Jean", Wanda said. "We fought multiple times before but I ended up being injured and abandoned but they helped me. I decided to leave after it became clear that my father was obsessed with mutant supremacy. I hope this doesn't change how you see me".

"Of course not", Peter said making Wanda smile. Soon after Amora arrived.

"Hey, what'd I miss?" Amora asked.

"Natasha is looking for you since you skipped training today", Wanda said.

"Well I had something else to do that was more important. I wanted to tell the Widow but after the last time when she threw across a room I decided against it", Amora said. "Besides I have powers. I can easily teleport away".

"Are you sure about that?" Peter asked.

"Of course I am", Amora said.

"Well someone would like to object to that statement", Wanda said. Soon enough Amora felt something clamp on to her leg and turned to see Natasha with a fake smile. Every inch of Natasha screamed that Amora was in trouble.

"Amora you weren't here for training so I would to have a word with you", Natasha said grabbing Amora by the arm. Amora tried to teleport away but her powers weren't working.

"W-Wait I can explain-" What ever Amora was going to say died when Natasha pulled into another room. All the while Peter and Wanda were giggling.

* * *

**Elsewhere**

Max Dillon was leaving the school after staying late to finish an assignment and was walking home when he noticed that a storm was approaching. He continued walking trying to get home fast when he was struck by lightning.

"AGHH!" Max yelled as he was getting electrocuted. Soon enough he fell to the floor and lost consciousness. Doug and his friends walked to where Max was to find him passed out and began laughing at him.

"Hahaha, look at that the idiot shocked himself!" Doug said.

Soon enough, Max's eyes shot open as lightning formed around his body scaring Doug and his friends. He sat up and looked at his arms and saw that he could create lightning.

"W-What's happening to me?!" Max yelled as he scrambled to get up to his feet.

"You're one of those mutant freaks!" Doug said as he picked up a nearby rock. "Go away mutie!" Doug threw the rock and it hit Max in the face. Soon enough Doug's friends picked up rocks as well and began throwing them at Max. Max however was feeling irritated and blasted Doug and his friends with lightning and sending them back.

Doug's friends were able to get back up albeit hurt and limping away but Doug wasn't so lucky. Max slowly approached him. "You always attacked me because I was powerless and weak to stop you but not anymore! This time you're weak to stop me!"

"W-Wait Max, we're friends aren't we?!" Doug pleaded.

"There is no more Max Dillon! He's dead and is never coming back! I am Electro and we were never friends!" Max said before electrocuting Doug who in turn screamed in pain. After a while the screaming died down and all that was left of Doug was a fried corpse. Max stared at the remains of his former bully and started to laugh. "Ha ha, hahahaha, HAHAHAHAHA!"

_**Next time Peter gets his suit from a strange person. Plus, Peter fights his first real super villain.** _

_**To everyone who reads this, I'm sorry but I had to. As of June 6, 2018, Spidey's Lovely Ladies is no more. Again I apologize but I had to.** _


	9. Shock Value Part 2

**Chapter 9: Shock Value Part 2**

It had been two days and Peter continued training with Natasha. Natasha had continued to train him in hand to hand combat and usually she would cause him to surrender. She has noted that Peter has been able to hold his own each time and has improved greatly since then.

As of right now, Peter was in his room laying on his bed falling asleep when he heard a knock on the door. Peter was asleep when he had a weird dream. Peter was in an unknown area with a giant web in front of him. Peter looked around himself and saw that no one was here.

"Hello?" Peter said. "Man this is really weird, where am I?"

"You are in the astral plane", a voice called out. Peter looked back in front of him and saw the woman in the trench coat sitting on a large seat in front of the large web. "I understand you have a lot of questions about who I am and why you're here".

"Well... yeah", Peter said.

"Allow me to answer those questions for you", the woman said as she stood up. "My name is Madam Web, I watch over the Web of Life and it's center. I brought you here to warn of a danger that will come".

"What kind do you mean?" Peter asked.

"Someone you know will become an enemy of yours and when the time comes, you must find a way to stop him", Madame Web said as she slowly walked over to him.

"Wait who is this person that will be my enemy?"

"That you already now Peter", Madame Web said as she stopped in front of him.

"Why should I trust you when I don't even know you?" Peter said.

"I understand your reasoning not to trust me but all will be revealed later on. For now Peter, I must go", Madame Web said. Soon enough she placed a hand on Peter's cheek before she lowered her head to kiss him. The moment they were about to kiss, everything faded in a bright light. Soon enough, Peter woke up from his dream and shot up in his bed.

"What was that?" Peter said softly to himself.

* * *

**Oscorp**

While Norman Osborn and a few of his scientists were gone, the fly that was in the building flew around before landing on the ground before the fly began to morph into a woman with blue skin and red hair. The woman hacked into the computer's files where she gasped in shock.

The woman heard that someone was entering into the room. The person entering was one of the scientist as he walked into the room and saw someone in at the computer. "Hello?"

The person at the computer turned out to be Norman Osborn himself. "What are you doing here?"

"I left my jacket here so I came back to get it", the man said. "What are you doing here Mr. Osborn?"

"I'm just looking over a few things", 'Osborn' said.

"Okay then, see you later Mr. Osborn", the man said as he grabbed his jacket and left the room. Norman Osborn suddenly placed a flash-drive into the computer and copied the files on to the drive. Once it was down, he unplugged it before throwing it in the air. Suddenly Osborn transformed into a bird, catching the drive in it's beak and flew out of the building through an open window.

* * *

**Elsewhere**

A man was walking his dog down the street when his dog started barking. The man looked to his dog and spoke. "Hey relax Duke, you'll wake the neighbors". Suddenly the dog took off running causing it's leash to come it's owners hand. "Duke!" The man took off after his dog.

The dog was running until it ended up at a bush and went between. The dog's owner had made it and followed the dog through the bushes. What the man saw however made him gasp in horror.

It was Doug Reisman's fried corpse.

"Oh my God", the man said as he pulled out his phone. "Hello, I just found a dead body and I think it's that missing teenager".

* * *

**Midtown High School**

Peter had just arrived at Midtown still thinking about what happened the night before. He also thought about the girls as they were leaving for a bit. Wanda went to go visit a woman named Agatha Harkness, Jean went to see someone named Alex, Amora was asked by the Avengers to meet with them, and Sue was visiting her brother.

Peter was on his way to his first class and was met by Liz who wanted to speak to him. "Hey Peter, are you alright you look like you have a lot on your mind?" Liz asked.

Peter turned to Liz with a small smile. "Yeah, I'm fine. I just had a weird dream last night that got me thinking about it, that's all. There's nothing to worry about", Peter said.  _'This Madam Web said that someone I know will be an enemy. Now that I think of it, how do I know she's not lying or anything like that? Doesn't matter, I just need to be careful'_ , Peter thought to himself.

"You sure you're okay?" Liz asked.

"I'm fine trust me", Peter said with a weak smile. Soon enough, Flash walked over.

"What are you doing talking to Parker, Liz?" Flash asked.

"Because I can. He's looks tired and I was making sure he was alright", Liz said. "Is there a reason why you're over here other than to pester Peter?"

"Actually there is", Flash said his tone changed from anger to sorrow. "Have you heard what happened to Doug?"

"Yeah, he's been missing for weeks, why?" Liz asked.

"There's good news and there's bad news", Flash said. "The good news is they found him. The bad is... he's dead".

"Oh my God", Liz whispered in shock. Peter's look matched Liz's expression as his eyes went wide.

 _'This is the first time I've heard of this. How did he die?'_  Peter asked mentally. "What happened to him?"

"They said he was electrocuted to death and that he was fried alive. They don't know how but they say he may have been murdered", Flash said. "Doug was an asshole I admit but even he didn't deserve what happened to him". At this Flash left the two.

"I wonder, who would've wanted to kill Doug?" Liz asked.

At this Peter began to think about it only to remember something.  _'One of these days I'm gonna back at him and everyone else'_. No doubt Peter had to believe that it was Max Dillon.

"I need to go I'll catch you later", Peter said to Liz. After she nodded, he began to walk away to his next class.  _'Maybe this is what Madam Web was trying to warn me about'_.

"Dammit I should've asked why he and Ms. Rushman were riding together", Liz said back.

**_-Sometime later in class-_ **

Peter went on to his class and was currently in his science class thinking hard about what was going on with Max Dillon. Before his next class started, he went to Natasha about it and told her about Max Dillon and the death of Doug Reisman. Natasha said that while it is possible there isn't anything they can go off on to prove it and that they should be patient for now.

Peter finally decided to snap away from his thoughts and get back to focusing on the class. Funny enough the subject of the lesson for them was about electricity.

"Electricity and lighning are the same thing but what differs between them is that lighning is a massive discharge of electricity. As most of you know it can be harmless to very lethal. Therefore various methods to redirect electricity. Can anyone tell me what method is used to redirect it?"

Peter rose his hand causing the teacher to point to him allowing Peter to answer it. "It's called grounding", Peter answered.

"Correct Mr. Parker", the teacher said. "To ground electricity is to direct an electrical current into the Earth itself. Most commonly though we would use objects could lightning rods". At that moment a crack of lightning was seen. "Huh, now that is lighning, although I'm pretty sure that news broadcasts called for clear skies today".

_**SPIDER SENSE** _

At that moment the windows shattered with the students on the inside ducking to keep the glass from cutting or killing them on pure instinct Peter shielded another student from the broken glass. Soon enough, Max Dillon appeared causing the students to look on in fear.

"Hello everyone, nice day isn't it?" Max joked with an evil grin.

"Max Dillon, what happened to you?" one of the students asked.

"Simple I was given these powers by God himself", Max said. "And please don't call me Max anymore, call me Electro. I have the power to do anything that I want and no one can stop me". To prove this point Electro blasted two of the students that tried to rush him. The two students were still alive as the other students grabbed them and escaped the classroom with their teacher.

Due to the noise caused by Max's arrival, all the students and teachers to escape from the school and were now standing outside. Max slowly floated out of the classroom and into the hallway where he began absorbing power from the school. Max turned to see police officers arrive with their guns pointed at him.

"Stop right there! You're under arrest!" one officer said.

"Really now?!" Max said with an evil smile on his face. Electro clapped his hands together causing a literal shock wave (get it?) that blew the officers back and electrocuted them all.

"Max, stop this! This doesn't have to be this way!" Peter called out behind him.

"Really Parker you of all people? Max asked with slight anger.

"Max I'm not here to fight you and come on you're better than this", Peter said.

"Shut up Parker! After everything they did to me over the years, I finally stand up to my bullies and you're going to tell me that I'm wrong for doing all this?!"

"Max you're hurting people who've never hurt you at all. Those people are innocent", Peter said.

"Innocent? None of them are innocent! If they were they would have helped me!" Max said. "Especially Doug Reisman, he always attacked me for no reason. Always tried make himself look superior. Why do you think he's not here anymore?"

"So you did kill him?" Peter said. "Unbelievable Max, you have this power but instead of using them responsibly, you use them to kill others. You're making yourself just as much a bully he was Max!"

Pissed off by Peter's words, Electro began blasting lightning at Peter. While Peter was running to avoid bean shocked he was eventually blasted into a set of lockers. With Peter struggling to get up, Max was menacingly floating towards him. "Don't you dare call me that ever again. I am nothing like him at all. And stop calling me Max, Maxwell Dillon is dead! I'M ELECTRO!"

"Stop right there!" Natasha called out as she pulled out a gun and firing three shots at Max. Max responded by blasting lightning at her. Natasha began running away with Electro chasing after her.

This gave Peter the chance to get up and get to an abandoned classroom where he fell to the floor. As he was struggling a hand reached down and helped him up. To Peter's surprise, it was Madame Web. "Madame Web what are you doing here?" Peter asked.

"That's a silly question Peter. I told you I watch over the Web of Life and it's center", Madame Web said.

"Okay", Peter said a little confused.

"You are the center of the Web of Life", Madame Web cleared up making Peter go wide eyed.

"M-Me, how?" Peter asked.

"Another time young spider. For now, you must stop Electro", Madame Web said before touching Peter on the forehead. This caused Peter's eyes started glowing before lights wrapped around Peter's body from head to toe before the lights began to shatter to show Peter clad in a red and blue suit with web patterns adorning the red areas with a spider symbol on the chest and back. The mask of his suit had two big white eyes and the lenses can move when makes facial expression.

Peter looked at his hands and the rest of his body. "W-What's going on?! What is this?!" Peter asked freaked out by this.

"It's a suit. If you're gonna fight Electro then you need to look the part", Madame Web said. "Now go".

Though sightly bewildered Peter understood why she did this and nodded. "Alright then", Peter said as he left.

Natasha was running from Electro when she was tripped up by a random metal rod. Natasha regained her footing and cartwheeled herself into a crouching position. She looked back to see that Electro can control metal objects. "Great, so bullets won't work against him", Natasha said to herself. She continued running until she ended up at a dead end.

Soon enough, Electro appeared. "Looks like there's no where else to run Ms. Rushman", Electro said as he was preparing to attack until...

"I'd stop if I were you Mr. Dillon", Peter said. Electro looked at Peter and had a confused look on his face.

"Who the hell are you?"

"Well to be honest I'm just starting out so I didn't really think of a name yet", Peter said. At this Natasha's eyes widened as she recognized Peter's voice. "But with everything going on I think I'll go with... Spider-Man".

"Well then Spider-Man, die", Electro said as he blast lightning at Peter. Peter easily back-flipped out of the way before webbing Max's eyes shut. Natasha was able to escape just Electro electrified the webbing to get it off of him. This cost him however as he was kicked by Peter in the chest.

"We don't have to do this Max. We can just talk this out", Peter said as flipped away to avoid being shocked again by Electro's bolts.

"There's nothing more to talk about! And stop calling me Max before I fry you into nothing like I did Reisman!" Electro yelled as he continued to attack. Each attack missed as Peter was moving too fast for his attacks to hit.

 _'He's causing a lot of destruction and doesn't care about harming innocent people. I need to get him out of the school and fast'_ , Peter thought to himself. Peter smiled underneath his mask as he thought of a way to do so. "Hey Max, I'm right here, come get me!" Peter called out as he punch through the ceiling and landed on the roof.

Electro quickly followed as Peter jumped off the school roof and lead Electro away from the other students. Peter made his way to the city and kept jumping from rooftop to rooftop.

"Looks like we're far away from the school, that's good now I just need to stop him", Peter said.

"I'm tired of playing these games!" Electro said as he shot a bolt of lightning towards an area that Peter would've landed on. This caused an explosion and Peter was falling towards the ground.

 _'Crap what should I do?'_  Peter thought to himself before he remembered what he did during his first training session with the robots.  _'Well, hopefully this works'_.

Peter stretched out his arm and shot a line of webbing that caused him to swing forth and back upwards into the air. Peter let go before doing it again and swinging once more.

 _'Wow! This feels awesome! If only I can enjoy this without being attacked by someone who wants to kill me'_ , Peter said as he swung up to a building top and landed there soon to be joined by Electro.  _'Well here we go'_.

Electro yelled as he charged at Peter who jumped out of the way and shot another line of webbing that pinned Electro down. Electro burned the webbing off of him only for Peter to punch him in the face... which was a mistake as Peter was shocked upon doing so.

"Crap, that hurts!" Peter yelled as he reeled in pain.

Electro grinned at this as he was closing in. "Idiot, you can't touch me at all and unfortunately for you, I can touch you", Electro said as he charged at Peter. Peter jumped away before using his venom blast on him. Surprisingly, it did damage as it caused Electro's powers go out of control. "GAHHHH!"

Peter landed on the ground before finding two metal rods. Soon enough, Peter remembered what his teacher said in class. "Of course, why didn't I think of that?" Peter asked himself with a smile.

"That's it, play time's over!" Electro growled.

"On that we agreed", Peter said as Electro charged at him. Peter jumped up and over the building with Electro following after him after realizing what happened. Peter looked back up and shot multiple webs at him before using his webs to safely land on the ground. Electro was struggling to get the webs off him before Peter planted the two metal rods in the ground.

Electro freed himself before Peter jumped up and shot various web-lines at him. Peter could feel the electricity impact him and it hurt him greatly but he pushed through the pain and attached the webbing to the metal rods. What Peter thought would happened occurred as Electro's powers were leaving him.

"Ahhhh! What've you done to me?!" Electro yelled.

"Ending this fight", Peter said. Soon enough, Electro fell to the ground. Electro tried to get up but he was kicked in the face by Peter and knocked unconscious.

"Sorry Max but you left me no other choice", Peter said.

"You did good, young spider", Madame Web said.

"Thanks, I did my best", Peter said.

"In life that's all we can", Madame Web said.

"I have a lot of questions to ask you", Peter said.

"They will have to wait for now Peter. Until we meet again, take care yourself, keep the suit, and be careful of your next challenge", Madame Web said. With that she faded away before Peter could say anything else.

"Why do I have weird luck with women?" Peter asked. Soon enough, Peter saw SHIELD agents walk towards them lead by Natasha. Peter began walking forward with his hands up before speaking. "Hey Natasha, I understand that I have a lot of explaining to do", Peter unmasked so she could see his face.

* * *

**Triskelion**

It been hours since the battle and Peter was now back at the Triskelion. Max was arrested by SHIELD for the murder of Doug Reisman and sent to a nearby area called Ravencroft Institution for the criminally insane with a special device that he has to wear that suppresses his powers.

Peter on the other hand had to explain his story of how he got the suit and his fight with Max to Fury and Natasha. He also mentioned that he was able to get Electro to follow him and away from anyone else that could have been hurt by him. Soon enough Fury spoke. "Woman in red trench coats giving you a power to create your own suit, now that's something I've never heard of. I can say this though, Peter you did a great job stopping him".

"Not only were you able to stop him and drain his powers, you were also able to get him away from the other students", Natasha said.

"However, you should be careful and make sure not to do this again", Fury said. "At least not without SHIELD supervision, understood?"

"Yes sir", Peter said. With that Natasha lead Peter out of the room.

"You did good kid", Natasha said. Peter smiled at this as they kept walking.

* * *

Ravencroft

Max was placed inside of a room where he was all alone. The only thing that Max could think of was how Spider-Man stopped him and how he wanted revenge.

"I'll make you pay, Spider-Man", Max said with a glare.

**Next time Peter properly meets Tony Stark and faces another classic villain from his rogue's galley.**


End file.
